Annual Report (ESEF) • May 5, 2025
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Download Source FileNSI Annual report 2024 Annual report 2024 Introduction NSI highlights 3 NSI at a glance 4 Management board report CEO comments 7 Purpose & sustainable long term value creation 9 Sustainability 13 Future proof buildings 17 Energy and carbon 19 Social engagement 21 Great place to work 23 Climate risks 26 Income, costs and results 28 Dutch property market overview 29 Real estate portfolio 30 Balance sheet, NTA and nancing 34 Risk management and internal control 35 Other matters 46 Governance Corporate governance 50 Details management board 54 Report of the supervisory board 55 Details of the supervisory board 60 Consolidated nancial statements Consolidated statement of comprehensive income 63 Consolidated statement of nancial position 64 Consolidated cash ow statement 65 Consolidated statement of changes in shareholder’s equity 66 Notes to the consolidated nancial statements 67 Company nancial statements Company balance sheet 99 Company income statement 100 Notes to the company nancial statements 101 Other Information Statutory provision in respect of prot appropriation 106 Independent auditor’s report 107 Assurance report of the independent auditor 115 Supplementary information Other data 119 NSI share 120 Property list 121 ESG (non-nancial) performance measures 122 Environmental sustainability performance measures 126 Measurement methodology and assumptions esg (non-nancial) performance measures 127 EU taxonomy 128 Taxonomy eligibility and alignment 133 EPRA key performance measures 136 Five year overview 139 Glossary key performance measures 140 Glossary esg (non-nancial) performance measures 142 Content Management board report Governance Financial statements Supplementary informationOther informationIntroduction Key financial metrics Revenues and earnings 2024 2023 Change Net rental income 61,079 58,421 4.5% Net rental income - like-for-like 58,349 55,472 5.2% Direct investment result 41,008 40,402 1.5% Indirect investment result -28,636 -182,772 -84.3% Total investment result 12,372 -142,370 -108.7% EPRA earnings per share 2.09 2.01 4.2% Weighted average number of ordinary shares outstanding 19,587,785 20,117,872 -2.6% EPRA cost ratio (excl. direct vacancy costs) 25.6% 29.1% -3.5 pp Balance sheet 31 December 2024 31 December 2023 Change Investment property 988,559 1,028,801 -3.9% Net debt -337,889 -344,443 -1.9% Other assets and liabilities 21,675 25,524 -15.1% Equity 672,344 709,882 -5.3% EPRA NTA per share 35.27 35.30 -0.1% Number of ordinary shares outstanding 19,120,592 20,155,221 -5.1% Net LTV 33.8% 33.0% 0.8 pp Key ESG metrics (non-financial) 2024 2023 Change CRREM building energy intensity (kWh/sqm/year) 126 130 EPC-label (percentage portfolio with label A or better) 96.0% 1 95.3% 0.7 pp GRESB score 93 94 -1 Key portfolio metrics 31 December 2024 31 December 2023 Change Amsterdam Other G4 Other NL Total Number of properties 21 15 8 44 46 -4.3% Market value (€ m) 2 545 330 124 1,000 1,043 -4.1% Lettable area (sqm k) 162 135 50 346 351 -1.3% Annualised contractual rent (€ m) 3 40 27 10 77 77 -0.4% Estimated rental value (€ m) 44 29 11 84 84 0.4% EPRA net initial yield 5.7% 5.3% 5.8% 5.6% 5.3% 0.3 pp Gross initial yield 7.9% 8.2% 8.0% 8.0% 7.9% 0.1 pp EPRA vacancy 5.0% 6.3% 2.3% 5.1% 5.2% -0.1 pp Wault 3.8 3.7 3.0 3.6 3.7 -1.3% NSI highlights 1 Excluding Vitrum and WellHouse. If these assets would be included it would be 75,33%. 2 Reported in the balance sheet at book value including right of use leasehold (IFRS16), excluding lease incentives and part of NSI HQ 3 Before free rent and other lease incentives 3 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction NSI at a glance P r o l e NSI is a leading Dutch stock-exchange listed commercial property investor with a focus on real estate in Amsterdam and selective other growth locations. Mission NSI enables its customers to achieve maximum productivity and growth, providing best-in-class, exible, space solutions and an unparalleled level of services in modern, healthy, sustainable buildings in prime locations. City Assets Value % Amsterdam 21 € 545m 55% Other G4 15 € 330m 33% Other NL 8 € 124m 12% TOTAL 44 € 1,000m 100% Portfolio by segmentProfile & Mission Highlights 2024 Portfolio Portfolio value growth EPRA Loan-to-value -2.7% 33.8% 2023: -17.4% 2023: 33.0% Financial Earnings per share Dividend per share €2.09 €1.57 2023: €2.01 2023: 1.52% Operational ERV growth (LfL) Vacancy rate +1.4% 5.1% 2023: 1.9% 2023: 5.2% Non- nancial Customer satisfaction (NPS) Energy (KWh/m 2 ) 13.5 110 * 2023: 19.9 2023: 113 * Excluding Leiden (Life Sciences). If included it would be 126. 4 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Amsterdam overview The focus on quality assets in vibrant areas next to public transport stations or in inner city locations has resulted in a clear change in our portfolio over the past eight years. We have increasingly focused on Amsterdam, and selectively on the best locations in other major cities in the Netherlands, being Utrecht, Rotterdam, The Hague and Leiden (Bio Science Park). Amsterdam € 545 million (55%) 21 assets 161,564 m 2 Leiden Bio Science Park 5 assets 28,020 m 2 The Hague 3 assets 30,884 m 2 Utrecht 5 assets 47,535 m 2 Rotterdam 7 assets 56,128 m 2 Sloterdijk South-axis South-east 5 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Management board report CEO comments 7 Purpose & sustainable long term value creation 9 Sustainability 13 Future proof buildings 17 Energy and carbon 19 Social engagement 21 Great place to work 23 Climate risks 26 Income, costs and results 28 Dutch property market overview 29 Real estate portfolio 30 Balance sheet, NTA and nancing 34 Risk management and internal control 35 Other matters 46 Content 6 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction CEO comments In a strong position to capitalise on upcoming opportunities NSI has ended 2024 in great shape. The underlying market dynamics are increasingly favourable, as capital values have more or less bottomed out, the majority of post-covid ‘right- sizing’ by customers has taken place, and demand for our product offering remains rm, with pricing power selectively improving as a result. The December 2024 acquisition of Sypesteyn in Utrecht, our rst acquisition in three years, near the end of the down cycle, signals our con dence in the outlook. It is a perfect example of how we see the future for of ces, acquiring an excellent position right next to Utrecht Central Station, the busiest train station in The Netherlands, with a clear opportunity to turn it in time into a fully amenitised, serviced, sustainable of ce building. 2024, another year of excellent operational performance NSI has ended the year at a low 4.5% EPRA vacancy rate, excluding the December acquisition of Sypesteyn (with a 24% EPRA vacancy rate), down from 5.2% at the end of 2023. The vacancy is reduced to a couple of oors in some of our build- ings, i.e. very much at frictional levels. Helped by the low vacancy, like-for-like net rental growth in 2024 is an attractive 5.2%, well ahead of in ation. In some of the best locations with minimal vacancy we are increasingly able to sign leases ahead of ERV. During 2024 we have signed new leases at an average 14% premium to ERV. Investment market opportunities As we have indicated before, we are starting to see deals that meet our investment criteria and we will continue to pursue the most attractive of those. Given our comfortable LTV, at 33.8%, we have the capacity to act when appropriate. We expect that some legacy owners, which have not sold in recent years and held on for better times, will no longer have the luxury of time, as problematic re nancings loom, capex-in- tensive upgrades are necessary, or funds just reach the end of their life. Deal ow is set to increase in 2025 as a result. It is still a buyers’ market, in our view. There is limited interest in non-core locations, whereas for well-located ‘non-green’ of ce product the cost of upgrading to Paris-proof still mostly falls, by way of price adjustment, to the seller. Sypesteyn acquisition, a natural t with our strategy In December 2024, NSI acquired the 8,500 m2 Sypesteyn of ce building located directly adjacent to Utrecht Central Station, one of the most attractive, undersupplied of ce markets in The Netherlands. The asset is a natural t with our strategy, given its prime location, the attractive cash ow, the immediate value-add opportunities and the long-term poten- tial for renovation or redevelopment to deliver a high-end Paris-proof building. ” The December 2024 acquisition of Sypesteyn in Utrecht, our first acquisition in three years, near the end of the down cycle, signals our confidence in the outlook. Bernd Stahli CEO 7 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Since acquisition we have already managed to improve the EPC energy label from C to A+; some minor capex is being prepared to support the leasing of the remaining vacant space. More clarity on the tax position Government policy with respect to the wider Dutch real estate sector has changed unfavourably in recent years, both from a legislative and tax position. NSI has been impacted speci cally by the abolishment of the ‘real estate FBI’ regime per January 2025, the increase in transfer tax to 10.4% and, more recently, its proposals with respect to the deductibility of interest for tax purposes. We have been able to adjust, to mitigate many of the negative effects of these changes, and based on the current available information (and assuming no further legislative changes), we expect a 5-7% effective tax rate in the coming years (instead of the 10-12% tax rate we previously guided in our Q3 2024 report). As it stands NSI will continue to be able to apply the ‘holding company FBI’ regime going forward. Outlook 2025 We see the accelerating operationalisation of the wider of ce sector as the key trend – and opportunity – for 2025, for which NSI is perfectly positioned. There is an increasing preference for turn-key space, espe- cially for smaller oor plates (<1000m2). The burden for customers to self- t space in terms of time/cost is creating an opportunity for pro-active of ce owners to provide tting as a service, paid for in terms of premium rent. This is bread and butter for HNK, and we are now starting to roll out this service to the wider NSI portfolio, following rst trials in Amsterdam in 2023 and 2024. We see that our ongoing actions to further enhance our product offering, in terms of location, exibility, amenities, services and sustainability are increasingly bearing fruit, as is re ected in our low vacancy and higher rent levels. We expect to continue to further strengthen our competitive positioning in 2025. The €20 mln redevelopment of Alexanderpoort is underway and is set to offer, on completion later in 2025, a Paris-proof, fully serviced and amenitised HNK in one of the best submar- kets of Rotterdam. The upcoming redevelopment of Vitrum is still held up in legal challenges for now. Our rst upcoming debt maturity is in January 2026. Given our strong balance sheet (LTV: 33.8%) we see no major issues, but do expect the overall cost of debt to increase, given current levels of swap rates and margins. We are optimistic for the outlook of business going into 2025. The positive effects of economic growth on real estate values are likely to outweigh the negative effects of higher interest rates that are expected as a result of this economic growth. We forecast an EPRA EPS for 2025 of €2.05-2.15 per share, subject to further asset rotation. In line with our policy to pay-out at least 75% of pro ts, we will propose to the AGM a full year dividend of €1.57 per share, equating to a nal dividend of €0.82 per share. Subject to shareholder approval, this dividend will be payable in May and will include an optional stock dividend alternative. Bernd Stahli Management board report Governance Financial statements Supplementary informationOther informationIntroduction 8 NSI Annual report 2024 Purpose and sustainable long term value creation NSI’s stated purpose is: “We enable our customers to achieve maximum productivity and growth, providing best-in-class, exible space solutions and an unparalleled level of services in modern, healthy, sustainable buildings in prime locations”. 1. Customer first 2. Amsterdam specialist 3. Sector smart 4. Sustainability leader 5. Growth This purpose has served as a clear guide to all our decisions and initiatives in recent years, both with respect to real estate and services. We have translated this purpose into ve clear and concise pillars, which together form the foundation of our strategy and long-term value creation. These ve pillars are: Sustainable long term value creation We strive to be the leading Dutch real estate company, by effectively and ef ciently utilising the capital entrusted to us to deliver on our strategy . We do this by invest ing in (and creat ing ) vibrant multifunctional urban areas where people want to work and live, underpinned by sustainability, well-being and services. We generate long-term attractive returns by investing in real estate in the speci c locations that meet these criteria. Our approach aligns with the prevailing trend of tenants upgrading to superior locations, placing an emphasis on sustainability, health, well-being and a robust array of services. Success hinges on delivering the ideal space in precisely the right location, complemented by services that seamlessly meet the changing needs of our discerning tenants. To execute this strategy effectively, we need an excellent team of ambitious professionals. We aim to be a great place to work, where our employees feel engaged and connected and can help to set and exceed our joint goals and ambitions. Five pillars 9 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Customer first Customer behaviour and demands are fundamentally shifting, with exibility, hospitality, services and amenities increasingly becoming key considerations for our customers. Their focus is shifting more towards a one-stop solution, meaning that provi- ding the right mix of spaces, services and comfort is essential in serving their needs. This is why, over the past decade, we have increasingly put the customer’s perspective rst. We have gained a deep understanding of what our customers need and want and how we can best serve them. To enhance the customer experience and continuously improve our offering, our Customer Operations team is always exploring new and better ways to meet our customers' needs. To strengthen our services, we collaborate with high-quality external partners, ensuring a best-in-class experience. However, not every building warrants the same level of service, as factors such as location, size, tenant pro le, and market dynamics play a role. Our in-house team regularly evaluates each asset to determine the appropriate level of service and the best way to structure it. This comprehensive review covers all aspects of our offering that shape the customer expe- rience, including available amenities, service levels, and the personalized approach of our hosts. Results are measured regularly through customer satisfaction surveys. Our asset managers are also in close contact with our tenants and proactively support them to ensure that they are satis ed with their (of ce) space. HNK – our in-house serviced of ce concept HNK is our in-house serviced of ce concept, currently opera- ting a total of 9 buildings owned by NSI, with a tenth location to be opened at the end of 2025 . At all HNK locations, we 1. offer a full-service solution, ranging from individual desks to fully furnished of ces for larger teams. The upgraded HNK concept, relaunched in 2022, has a strong focus on sustaina- bility, well-being and comfort. The intended customer expe- rience aims to make customers feel welcome, connected, truly supported and energized. After two years of operating under the new brand, we see that these efforts are appreciated – and rewarded – by HNK’s tenants in terms of increased rental levels and higher retention rates. NSI – Expanding on services beyond fl ex For multi-tenant buildings where a more tailored mix of services is deemed appropriate, we aim to start introducing NSI as a brand, with a clear promise as owner/operator of the building. Progress in 2024 NSI has generally maintained the high level of tenant appreci- ation across its buildings achieved in 2023. NSI continued to actively address feedback obtained from its customer surveys. Sustainability is a key consideration for our tenants. We have invested substantially in sustainability over the years, as it is one of our core strategic pillars, but we have learned from our tenant feedback that we need to communicate better on what we have achieved. In response to this feedback, we have started sharing personalised annual sustainability reports with 89% of our customers, increasing engagement on sustainability. In addition, we completed the rst part of the upgrade of our rst ever HNK, Rotterdam Scheepvaartkwartier, in line with our new HNK brand positioning. We initially opened HNK Rotterdam Scheepvaartkwartier in 2012, which at that time was one of the rst exible of ce space buildings in The Netherlands. 10 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Amsterdam specialist The focus on quality assets in vibrant areas next to public transport stations or in inner city locations has resulted in a clear change in our portfolio over the past eight years. We have increasingly focused on Amsterdam, and selectively on the best locations in other major cities in the Netherlands, being Utrecht, Rotterdam, The Hague and Leiden (Bio Science Park). As the economic hub of the Netherlands, Amsterdam, next to the best areas in other major cities, offers our tenants unparal- leled access to talent and capital. We believe that in the longer term the combination of strong economic growth, concentra- tion of business activity and lack of supply will positively drive fundamentals in these locations. With limited high quality (re) developments expected to be delivered in the coming years, demand for the best assets is expected to outpace supply, leading to above average rental growth. The structural shift in customer behaviour to increasingly demand exibility, services and amenities and sustainability 2. leads to owners of of ces having to make larger investments in their buildings. In return, the tenant is willing to pay a premium for the space they use, which is up to 1.5 to 2 times the amount they would have been willing to spend on more traditional space. A logical result of this is that the locations with the highest rent levels will generate the highest absolute rent premiums, often at the same or similar costs. Additionally, the cost of investments required to improve sustainability performance is largely independent of the loca- tion. Therefore, high-value locations, particularly Amsterdam, have a distinct advantage in the transition to Paris-proof assets, as sustainability costs represent a smaller proportion of the asset's total value. As a result, sustainability invest- ments are more viable in Amsterdam than in most other locations. Given the sustainability ambitions of NSI and the growing ambitions of our tenants, Amsterdam and to a slightly lesser degree the other major cities therefore become an obvious choice. 3. Sector smart As the leading real estate investment rm in Amsterdam, our ambition expands beyond our core of of ces. This does not only allow us to diversify our portfolio to reduce risk without neces- sarily reducing returns, but also allows us to pursue opportuni- ties that we otherwise would not be able to take advantage of. Concretely, this could mean that we repurpose assets to their best use (non-of ces), but also that we may acquire assets in alternative asset classes that help strengthen our overall positi- oning and offering in certain locations. In addition to a strong core of 37 of ce assets, we already offer 5 Life Science buildings located in one of Europe's leading Life Science clusters and we see signi cant long-term potential to repurpose some of our buildings to their best use, e.g. residential high-rise. Additionally, we own two tempo- rary housing assets and a school, underpinning our dynamic approach to creating value across sectors. We have already identi ed 5 assets in Amsterdam for which the long-term best use is changing from of ces to residential due to the wide gap between supply and demand for affor- dable housing in the Netherlands, especially in Amsterdam. Four of these assets are located in Amsterdam Southeast (Hondsrugpark), which is increasingly becoming a vibrant mix-use location adjacent to the Amsterdam Bijlmer ArenA train station. In the coming years a total of 10.500 apartments will be constructed in this area, including a range of new amenities such as schools, parks, shops and childcare. This increases the attractiveness of the location for further resi- dential developments. For the upcoming years, these assets will continue to be used as of ces and generate cash ow, but we are actively assessing the viability and timing of potential redevelopments and are in the early stages of discussions with relevant stakeholders. 1 11 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 4. Sustainability leader We genuinely believe that the real estate industry has a role to play in reducing the use of the earth’s limited resources and leaving a better world for the next generation. The industry currently is known to make up over 30% of all CO2 emissions. To acknowledge our responsibility here, we have positioned the environment and climate as a pre-eminent (albeit silent) and important stakeholder to include in all our considera- tions. As such, sustainability is deeply rooted in all our decisi- on-making and activities, and we have formulated clear goals towards adhering to the Paris Climate agreement. The only sustainability regulatory requirement for being able to rent out commercial space in the Netherlands is to have an EPC label of at least C. At NSI we are already well ahead of that requirement, as 96% 1 is at label A and only 3% is at C (2 assets), with no assets below C. We continue to invest more, as the environment requires it, our clients demand it, and as regulatory requirements will continue to be raised in the years ahead. We acknowledge that EPC is not a fully Paris-aligned solution, as it focuses on theoretical rather than actual energy usage. Given the urgency in adopting a science-based solution to climate mitigation plus increased energy costs, we see more bene ts in choosing a more complete approach. Therefore, NSI is using the Carbon Risk Real Estate Monitor’s (CRREM) decarbonisation pathway as a point of reference to set energy reduction targets for our portfolio. CRREM is the leading global initiative for operational decarbonisation of real estate assets to avoid stranding risk, address transition risk and comply with climate-science and Paris-aligned decarbonisation targets. We have therefore set our goal in line with CRREM for our Dutch of ce portfolio to be compliant with the 1.5 C Paris scenario, for which we must achieve 85 kWh/m2/year or lower by 2034. Progress in 2024 2024 marked the second year of the implementation and monitoring of our Paris-alignment investment plan, which has translated into a further decrease in energy usage: At year-end 2024 the total (tenant + building-related) average energy consumption of our portfolio, excluding the life sciences buil- dings in Leiden, was 110kWh/m2, down from 113 kWh/m2 2 in 2023, well below the CRREM pathway. Growth Growth is key to strengthening our leadership in the Dutch real estate market, remaining relevant to all sources of capital, and achieving optimal organisational ef ciency. Here, all other pillars of our strategy come together. With a focus on high-quality and sustainable spaces, mainly in Amsterdam and the best locations in other major cities in the Netherlands, we actively seek opportunities to expand our portfolio. The type of opportunity that we prefer is one where we can add value in both the short and long term, for example through active asset management and possibly a redevelopment or repurposing of the asset. These growth ambitions are supported by a strong balance sheet and strong market fundamentals. Progress in 2024 This year we have made our rst acquisition in three years, highlighting our disciplined approach to capital allocation. The 5. of ce asset, Sypesteyn, is situated directly adjacent to Utrecht Central Station, offers immediate cash ow, can be optimized in the near term through active asset management and holds substantial development potential in the medium to long term. Therefore, it is a natural t with NSI’s strategy and a prime example of our growth ambitions. Alongside the acquisition of Sypesteyn, at the end of the year we began the redevelopment of HNK Rotterdam Alexander (Alexanderpoort), where we will invest roughly €20 million to create a fully Paris-Proof of ce, with EPC label A+++ and a BREEAM-NL In-Use Excellent label, that fully aligns with HNK’s vision around sustainability, wellbeing and comfort. The redevelopment will be nished in the second half of 2025 and is expected to generate an incremental return on investment of over 10%, making it an attractive opportunity to pursue. 1 Excluding Vitrum and WellHouse. If these assets would be included it would be 75,33%. 2 This gure excludes the Leiden Biopark lab and lab adjacent of ces, which have a much higher consumption pro le, given the nature of the activities carried out there. Including these, the enegy intensity was 126 kWh/m 2 /year up from 125 kWh/m 2 /year . Given that our CRREM references is Dutch Of ces, it is coherent to exclude non-of ce assets. 12 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction ESG The Future is here We are pleased about our 5-star GRESB rating, for a fth year running, and our third EPRA sBPR gold award. 2024 marked the second year in our journey towards aligning our portfolio with the 1.5c Paris Agreement and we are satis ed with our reduction in energy intensity over the year. We have also performed a thorough analysis of our portfolio to determine its alignment with the EU Taxonomy for sustainable investments which we view as the key guideline for the inevi- table alignment of economic and environmental interests. ‘The Future is here’ encapsulates our sustainability strategy which re ects the urgency to act now, our commitment to do what is necessary, and our appreciation for the challenges of today that will shape the industry tomorrow. In light of the secular changes brought on by the last couple of years, we are more convinced than ever that a robust, ambitious and comprehensive sustainability strategy will be a key differenti- ator for our long-term success. CSRD Implementation On February 26, 2025, the European Commission adopted a package of proposals, known as the “Simpli cation Omnibus,” aimed at reducing the regulatory burden on companies under the Corporate Sustainability Reporting Directive (CSRD). These proposals include signi cant changes to the scope and timeline of CSRD reporting requirements. Sustainability is an integral part of NSI’s long term value creation strategy. Our business model is geared towards decarbonising our portfolio by reducing energy usage, owning and developing exible and adaptive buildings, and creating inspiring, exible working environments articulated around the health and well-being of our occupants. 13 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction NSI aims to embrace this reduction in regulatory burden. As this adopted package has not yet been translated into local legisla- tion in the Netherlands, we will monitor and await its adoption into national law and act accordingly. We will closely follow developments regarding the adoption of this package into local legislation, adjusting our approach if necessary. At the same time, NSI remains fully committed to sustainability and continues to prioritize responsible and sustainable business practices, regardless of regulatory changes. We will stay focused on improving the sustainability of our assets, enhancing energy ef ciency, and reducing our environmental footprint.” ESG – Governance The oversight of ESG matters is critical. ESG is overseen principally by the Management Board. Our strategy and targets for the identi ed material impact, risks and opportunities are set and monitored by the Manage- ment Board. The responsibility for overseeing the day-to-day management is delegated to the management team. NSI has formed a dedicated sustainability committee who meets once every month to address (the setting of) targets, implementation and reporting of our ESG strategy which embodies the iden- ti ed material impacts, risks, opportunities. Both members of the Management Board are part of this committee as well as key personnel from different disciplines in (technical) asset management, nance and reporting. With the composition, we believe that the committee has the appropriate expertise and skills in conducting the exercises required by ESG Governance. However, external experts are engaged supporting the committee in the activities resulting from ESG Governance. The Supervisory Board is regularly informed about the progress of the CSRD, including updates on the double materiality assess- ment. For 2024 the focus of the ESG committee was: • Monitoring non-Financial KPIs • EU taxonomy Alignment of performance targets Personal and corporate sustainability targets are embedded into the annual performance goals of each employee at NSI. The Management Board also has these annual performance ESG goals. Some of the sustainability goals include further improvement of ESG knowledge of our employees. NSI also encourages employees to contribute and share knowledge through speci c knowledge sharing events. Disclosure and Reporting Progress on sustainability is fully disclosed to all stakeholders in the Annual Report and online in our sustainability report. NSI’s non- nancial performance is measured and commu- nicated considering the following standards, regulation and benchmarking tools: • GHG Protocol Corporate Standard • GRI Standards • EPRA • GRESB methodology • CRREM • EU Taxonomy NSI aims to continuously improve our internal sustainability governance. This standard will help NSI implement a holistic environmental management system and improve our general sustainability performance. Management board ESG committee (drives policy) Execution in all operations Alignment of performance targets 14 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Other non-financial disclosure Diversity and inclusion NSI established a diversity and inclusion policy in 2023 which has been updated in 2024. See page 22 for more information. Cognitive diversity NSI welcomes diverse talents and is keen on including multiple perspectives, thereby leveraging inclusion on a cognitive level. NSI strongly believes that collaboration between people with different thinking styles, habits and perspectives brings about better outcomes. NSI has incorporated the ‘Pro le Dynamics’ methodology to measure how different perspectives, compe- tences and value systems are represented in the organization. The Pro le Dynamics® tool is also being used as a reference point in appointments and recruitment activities. Anti-corruption NSI and its employees must act with integrity, honesty and in compliance with the laws, as stipulated in the company’s Code of Conduct. The Code of Conduct also de nes how employees should act when presented with gifts and provides guidance on how to prevent con icts of interest. NSI’s whistle-blower procedure allows employees to report suspected irregularities of various kinds within NSI without jeopardizing their employment. There were no issues reported in 2024. The Code of Conduct is available on the company website. In 2024 we formalized a Code of Conduct speci cally for suppliers, which includes human rights and anti-corruption conducts. ESG Assurance NSI’s independent auditor PricewaterhouseCoopers Accoun- tants N.V. has provided a limited assurance on a selection of the reported sustainability and non- nancial KPIs for the nancial year 2024. In scope are 19 KPI’s in the eld of Energy, Water, Waste, Greenhouse Gas Emissions, Certi cation and Social (full list outlined in the glossary on page 140 - 141). This limited assur- ance is an intermediate step in the transition to an integrated annual report, in which the full sustainability information will be in scope in line with the CSRD. Materiality Matrix The success of our sustainability strategy and efforts depends on ongoing dialogue and engagement with internal and external stakeholders, through which NSI continuously validates and examines the relevance of the ESG topics on which NSI focuses. The basis for our strategy was an initial extensive assessment performed in 2018, which was recalibrated in 2020. To align with this timeframe, NSI has updated the materiality assessment again in 2022. The 2022 update of the materiality matrix included a revision of the topics assessed. As the eld of climate change is ever-evol- ving, some topics might have become more urgent or signi cant to NSI as others. NSI has therefore updated the list of ESG topics in the 2022 revision, to better re ect the topics that are relevant, now and in the future. In the 2022 update, a survey was held amongst investors (external stakeholders, vertical axis) and NSI’s management and employees (internal stakeholders, horizontal axis). The resulting materiality matrix indicates the ranking of importance of the ESG topics, comparing the external and internal focus. The top-right corner of the materiality matrix indicates the ESG topics that are most material to both stakeholder groups and will receive the additional attention from NSI. The assessed topics are categorised following NSI’s existing ESG strategy and corresponding themes: Futu- re-proof investments, Energy & Carbon, Health & Wellbeing, and transcending topics (which focus on issues related to governance). A notable result of the assessment is the high importance of the topic Net Zero Carbon according to both internal and external stakeholders. This underlines the urgency and importance of redu- cing our carbon footprint and to support the transition to a net zero carbon economy. The materiality matrix also shows a focus on the reduction of the carbon footprint – topics such as material use, our impact on natural systems, as well as climate change related risks, are considered material to both stakeholder groups. 15 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Importance to stakeholders Importance to NSI Net zero Materials, responsible sourcing and supply chain Water resource management Waste management Biodiversity Green transportation and mobility Physical climate change risks Pollution, land degradation and contamination Indoor environmental quality Sustainability certifications Occupational health & safety Customer/Tenant satisfaction Tenant health, safety and wellbeing Supplier/contractor health & safety rights Liveability and community development Good employment Inclusion, diversity and equal opportunity Labour rights Ethics Board ESG oversight Reputation and leadership Our Ambition In line with our revisited strategy, we have also sharpened our existing pillars ‘Energy and carbon’ and ‘Future-proof buildings’, while we have expanded and renamed our third pillar, ‘Social engagement’, to encompass a broader social component. This has allowed us to articulate our commitments more concretely: Future-proof buildings Governance Energy and carbon Social engagement We aim to own buildings that are resilient, adaptative and aligned with the EU Taxonomy, now or in time. Our commitment 1. Own assets that are aligned with the EU Taxonomy, now or in time. 2. Strive for a minimum BREEAM rating for assets of “Very Good”. 3. Focus on Climate resilience: physical risk assessment with a mitigation plan for every asset. We are committed to aligning our portfolio to a Paris-compliant decarbonisation trajectory and striving towards net-zero: Our commitment 1. We are striving to decrease our energy intensity in line with the 1.5c scenario decarbonisation pathway. 2. 100% of procured energy from renewable sources. 3. Offset where not economically viable to reduce emissions through energy ef ciency gains / renewable energy procurement. We strive to be a long-term positive infl uence on our clients, employees and communities. Our commitment 1. Make health and wellbeing a priority: for our employees and for our clients 2. Strive to have a diverse and inclusive work- force. 3. Give back to our communities and respect our surroundings. NSI maintains a transparent and ethical governance framework, guided by strong leadership and a commitment to maintaining our repu- tation. With dedicated ESG Board oversight, we ensure compliance with evolving regulations while integrating sustainability and ethical principles into our decision-making processes. Materiality Matrix Future-proof buildings Governance Energy and carbon Social engagement 16 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 1. 2. 3. Future proof buildings We aim to own buildings that are resilient, adaptive and aligned with the EU Taxonomy Own assets that are aligned with the EU Taxonomy, now or in time Strive for a minimum BREEAM “Very Good” rating for assets Focus on climate resilience: physical risk assessment with a mitigation plan for every asset Own assets that are aligned with the EU Taxonomy, now or in time For further details on EU Taxonomy, which includes the exten- sive EPRA taxonomy eligibility and alignment analysis can be found on page 128. 1. Strive for a minimum BREEAM “Very Good” rating for assets We value BREEAM’s multifaceted contribution to the de nition of sustainability and consider the label to be a recognizable sign of validation in terms of sustainability. BREEAM seeks to improve the operational performance of buildings through sustainable improvements, which should ultimately help drive value at the asset level. 2. 17 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction The BREEAM assessment method involves eight areas: management, health and wellbeing, energy, transport, water, materials, waste, land use, ecology and pollution. 93% 1 of the assets in NSI’s portfolio has a BREEAM certi cate where this was 96% in 2023. The decrease in coverage is a result of the disposals, aquisitions and transitions to developments. In 2024 NSI continued to make progress in its ambition to obtain an at least “Very good” label for its standing assets: a majority of our assets (78% 1 , up 5% compared to 2023) now have either a Very Good or Excellent Label. Focus on climate resilience: physical risk assessment with a mitigation plan for every asset Assessing and mitigating climate change and the associated risks are an integral part of our approach towards a future-proof portfolio. A further analysis was not only required in view of complying with the EU taxonomy (Do No Signi cant Harm/DNSH assessment), it also increasingly weighs on investment and port- folio decisions. NSI performed an assessment of the net risks of climate change related heat stress and ooding of its portfolio, also taking individual asset characteristics into consideration. The assessment included which measures can be taken to miti- gate these risks. This assessment was performed in 2022 and it identi ed that from NSI’s 49 assets at the time, 9 assets were potentially exposed to a higher risk of heat stress and 12 assets to a higher risk of ooding. Following disposals, of the 44 assets owned at end 2024, 8 assets are potentially exposed to higher risk of heat stress and 9 to higher ooding risks. Measures to mitigate these risks have been integrated in the asset plans and will be executed in the coming 3 years.For the recently acquired building (van Sypesteyn), no climate risk analysis has been conducted yet. In 2025, a new analysis will be conducted based on newly available data. More details on climate risk analyses can be found on page 26. 7% No label Acceptable Pass Very good Good Excellent 4% 11% 36% 42% 78% 3. BREEAM by sqm 1 1 Excluding Vitrum and WellHouse. Wellhouse is excluded because its a landplot and Vitrum is an investment property under construction. If these assets would be included it would be 90% and 75% respectively. 18 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Energy and Carbon We are committed to aligning our portfolio to a Paris-compliant decarbonisation trajectory and striving towards net-zero: Our commitment to We are striving to decrease our energy intensity in line with the 1.5c scenario decarbonisation pathway NSI is using the Carbon Risk Real Estate Monitor’s (CRREM) decarbonisation pathways as a point of reference to set energy reduction targets for our portfolio, balancing our sustainability ambition with our other strategic pillars. CRREM is the leading global initiative for operational decarbonisation of real estate assets in order to avoid stranding risk, address transition risk and comply with climate-science and Paris-aligned decarboni- sation targets. CRREM establishes country and asset-speci c energy and GHG reduction pathways. According to CRREM, for Dutch of ces to be compliant with the 1.5c Paris scenario, buildings must achieve 85 kWh/m 2 /year by 2034, as per the pathway on the next page. In 2023 we unveiled our roadmap to decarbonising our portfolio. While the decarbonisation process is unlikely to be linear, as incremental impact of improvements declines at higher ef ciency levels, we aim to remain below the CRREM Dutch of ce average. The graph below shows NSI already is and is set to remain signi cantly below the sector and country target. 2024 marked the second year of the implementation and monitoring of our CRREM-alignment investment plan, which has already translated into a decrease in energy usage: At year-end 2024 the total (tenant + building-related) average energy consumption of our portfolio was 110kWh/m2 for 2024, down from 113 kWh/m2 1 in 2023. We are striving to decrease our energy intensity in line with the 1.5c scenario decarbonisation pathway (as per the CRREM methodology) All electricity procured by NSI is obtained from renewable sources We will offset remaining carbon emissions only after all other nancially viable measures have been exhausted. 1. 1. 2. 3. 1 This gure excludes the Leiden Biopark lab and lab adjacent of ces, which have a much higher consumption pro le, given the nature of the activities carried out there. Including these, the enegy intensity was 126 kWh/m 2 /year up from 125 kWh/m 2 /year. Given that our CRREM references is Dutch Of ces, it is coherent to exclude non-of ce assets. 19 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Going beyond EPC labels Formally the only sustainability regulatory requirement in the Netherlands for the renting out of commercial space is to have an EPC label of at least C as of 1 Jan 2023. At NSI we are already well ahead of that target (96% 1 at label A or better, only 1% at C, no assets below C) and we consider a more ambi- tious goal to be necessary both from the perspective of climate urgency as well as from a client demand and, eventually, a regulatory point of view. Indeed, EPC does not suf ciently represent a Paris-aligned solution as it focuses on theoretical versus actual usage. Given the urgency in adopting a scien- ce-based solution to climate mitigation plus increased energy costs, we see more bene ts in choosing a more complete approach. That said, the evolution of NSI’s portfolio accurately depicts part of NSI’s multi-year journey to sustainability. All electricity procured by NSI is obtained from renewable sources All electricity procured by NSI is 100% green, procured from renewable sources (European wind). The total average share of renewable energy used is 58.9% (European wind grid energy + solar panel generation of electricity + geothermal energy). 2. We will offset remaining carbon emissions only after all other financially viable measures have been exhausted We aim to reduce our (fossil) carbon footprint through an increase in energy ef ciency and the procurement, where possible, of energy from renewable sources. Offsets are therefore only a measure of last resort, after all other solu- tions have been exhausted. Currently, natural gas procure- ment is fully compensated using Gold Standards CO 2 . 3. A++ AA+ B C D E F & G EPC energy performance certi cates by value 1 0 50 150 100 2020 2025 2035 2030 NL target NSI Actual kWh/m 2 /year 173 164 155 128 116 113 85 147 110 200 0 15 45 30 2020 2030 2050 2040 NL Target NSI Actual kgCO 2 e/m 2 /year 60 22 16 7 6 7 NSI vs. CRREM energy intensity per year 2 NSI vs. CRREM green house gas emissions per year 3 2017 2018 2020 2021 20222019 2023 2024 13% 10% 65% 8% 29% 23% 29% 7% 6% 6% 44% 26% 15% 5% 6% 4% 44% 26% 15% 3% 3% 2% 74% 12% 12% 2% 2% 80% 7% 10% 2% 4% 15% 12% 68% 4% 1% 20% 12% 64% 3% 1% 1 Excluding Vitrum and WellHouse. If these assets would be included it would be 75,33 2 Excluding Leiden (Life Sciences). If included it would be 126. 3 This gure excludes the Leiden Biopark lab and lab adjacent of ces, which have a much higher consumption pro le, given the nature of the activities carried out there. Including these, the enegy intensity was 126 kWh/m 2 /year up from 125 kWh/m 2 /year. Given that our CRREM references is Dutch Of ces, it is coherent to exclude non-of ce assets. 20 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 1. 2. 3. Social Engagement We strive to have a long-term positive in uence on our clients, employees and communities. Make health and wellbeing a priority for our customers and our employees. Strive to have a diverse and inclusive workforce. Giving back to our communities and respect our surroundings. Make health and wellbeing a priority for our employees We believe that the well-being of our employees plays a critical role in fostering a productive and thriving work environment. We provide a nutritious and healthy lunch for our employees and offer fresh fruit throughout the day. In addition, we actively encourage our employees to participate in sports events and adopt a lifestyle that promotes tness. In 2024, we assembled a team of industry partners and NSI employees who participated together in the cycling race Amstel Gold Race and the running event Dam tot Dam loop. Make health and wellbeing a priority for our customers In collaboration with research agency Customeyes, we conducted the annual tenant satisfaction survey in October and November 2024, receiving over 1,000 responses from NSI and HNK tenants, marking a 35% increase compared to 2023. NSI achieved a Net Promoter Score (NPS) of +13.5 from its tenants, slighter lower than the +19.9 result in 2023. HNK’s NPS was +16.8 compared to +23.9 in 2023.The NPS is calcu- lated using the answer to a key question, ‘How likely is it that you would recommend NSI to a friend or colleague? using a 0-10 scale. The net promoter score is calculated by detracting the percentage of detractors from the percentage of promoters. In NSI’s case, a score of +13.5 is considered positive, indicating more promoters than detractors. 1a. 1b. 21 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction The slightly lower result compared to last year’s outcome shows there were fewer net promoters than in 2023. The overall satis- faction rate (on a scale of 0-10) was 7.6 for NSI and 7.8 for HNK. The quality of the communal areas, the professionalism, support and friendliness of the teams, and the services were highly appre- ciated. Improvements could be made in the cleaning of common areas, communication regarding sustainability initiatives, and catering. Generally, buildings with fewer facilities and services tended to score lower. All tenants received an infographic summa- rising the overall outcomes, and individual follow-up sessions were held by Asset Managers and Location Managers (HNK) to discuss potential improvements. Strive to have a diverse and inclusive workforce NSI is committed to fostering a fair and inclusive working environ- ment. NSI aims to foster a culture where people are respected and appreciated, and perceive equality and fairness of opportunities in their workplace. NSI recognises the bene ts of diversity and inclusion, and is fully committed to providing equal opportunities and treatment when it comes to recruitment and selection, training and development, performance reviews and promotion. Our culture is based on the principles of mutual respect and non-discrimination irrespective of nationality, age, disability, gender, religion or sexual orientation. At NSI we currently have 44% male and 56% female workforce. NSI established a Diversity and Inclusion Policy in 2023 which has been updated in 2024 (see page 51 for more informa- tion). NSI has set diversity targets for the Management Board, the Supervisory Board and Senior Management (see page 51 for more information on Corporate Governance). These targets were met in 2024 (where applicable). Giving back to our communities and respect our surroundings Creating a positive socio-economic impact in local communities in and around our assets is important to us. We aim to play an active role in our communities by building lasting relationships with local stakeholders and by supporting organisations with a social purpose. A non-exhaustive list of initiatives we support include: Jinc Jinc is an organisation that aims to give children a better starting position in the labour market. They particularly focus on children growing up in an environment with high levels of poverty and unemployment. NSI supports this initiative, among other things by giving lectures and offering insight into what working in different areas of expertise in real estate entails. Welcoming high school students NSI welcomed second grade students from Kiem Montessori, a high school located in the imme- diate vicinity of NSI’s headquarters, for company visit in November 2024. Through these visits, students from primary schools and secondary vocational education discover the various sectors and professions that exist and what aligns with their interests. In this way, we ensure that children broaden their horizons and prepare them to make an informed choice for further education. NSI employees gave tours and master classes on working in in the eld and asset- and leasing management, and the importance of sustainability and safety in property management. Philips Innovation Awards | Sponsorship to stimulate innovation among students It is important to NSI to promote innovation and contribute to Dutch society. That is why HNK is a partner of the Philips Inno- vation Award since 2017. The Philips Innovation Award is an entre- preneurship prize awarded to students with an innovative start-up concept. Donation to Ronald McDonald Kinderfonds NSI donated to the Ronald McDonald Children's Fund. One of the Ronald Mc Donald locations, where hospitalised children and their families can be close to each other, is in Amsterdam Southeast, close to NSI’s head of ce. NSI donates one euro for every completed survey of the customer satis- faction survey. Green Business Club Zuidas NSI participates in the Green Business Club Amsterdam Zuidas and, starting this year, also in the Green Business Club Rotterdam Alexander. We joined the Green Business Club Rotterdam Alexander because we are investing in the area by transforming our building, Alexanderpoort, into the future agship location HNK Rotterdam Alexander, which will add many facilities to the area. These networking organisations create impact by initi- ating sustainable projects in the Amsterdam Zuidas and Rotterdam Alexander areas and aspire to make them the most sustainable, liveable, and workable places in the Netherlands. The network aims to achieve this by collaborating in partnerships and sharing best practices and knowledge. UPTown Sloterdijk NSI participates with nine other parties in UPTown Sloterdijk to help promote the transformation of this area into an attractive urban district. All participants (APG, BPD, CBRE, EDGE, the municipality of Amsterdam, Heijmans, Synchroon and TMG) are actively linked to the area and have an interest in the development of the neighbourhood. Ondernemersfonds Utrecht NSI made a donation to Ondernemers- fonds Utrecht (Entrepreneurs Fund Utrecht). This fund connects local entrepreneurs, various sectors and organizations with the aim of promoting the quality of business in Utrecht. Het Rotterdam gala Each year, at the bene t gala 'The Rotterdam Gala,' funds are raised to support various meaningful projects in the city. The Rotterdam Mooier Maken Foundation is dedicated to social projects in the Greater Rotterdam area that face challenges in balan- cing their budgets. NSI sponsors a table annually to collaborate with partners in raising money for this worthy cause. 2. 3. 22 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Great Place to Work NSI aspires to be a great place to work. We want our people to enjoy the best work environment, excel- lent training, ful lling and diverse career opportunities, and all the support they need to develop to their full potential. NSI culture and mindset NSI has an open and inclusive culture in which diversity is considered to be an added value. NSI aims to be a transparent, disciplined, responsible organisation that thinks in terms of opportunities. Furthermore, we like to keep it simple. We have clearly de ned our core values, as can be found on page 25. Adhering to these core values will help NSI realise the full potential of its employees, shareholder investments and assets it acquires and operates. NSI incorporates these core values into its organisation and processes by hiring the best talent and by holding itself to the highest standards in an atmosphere of dedicated hard work, team spirit and fun. Organisation structure Asset Investment Project Development Customer Operations CFO CEO Marketing HRM Legal Corporate Secretary Finance & Control Treasury ICT Investor relations Business Analytics Commercial team NSI encourages its employees to give feedback and urges the whole organisation to actively contribute to our ambition of becoming the leading Dutch real estate company. Safeguarding our corporate culture has management’s ongoing attention and is consistently a signi cant point of attention in internal meetings. Our ability to live up to these core values is included in our assessment and appraisal methodology and discussed in regular and year-end reviews. Moreover, our core values are integrated in job descriptions and NSI has an onboarding programme in place to familiarise new hires with the company’s cultural values. 23 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Organisation structure NSI has a lean organisation in place, aligned with its focused strategy. The organisation is headed by a Management Board consisting of the CEO and CFO and supported by a commercial team. The disciplines represented in the commercial team are (Technical) Asset Management, Investment Management, Development, and Customer Operations. NSI is characterised by decentralised responsibilities, allowing the organisation to operate ef ciently and empowering indi- viduals to develop in their role, supported by a robust IT infra- structure and effective management information systems. The number of employees (headcount) increased to 69 as of 31 December 2024 (NSI: 42, HNK: 27, 2023: 67, NSI: 43, HNK:24). For the company’s legal structure please refer to ‘The princi- ples of consolidation’ on page 68. We foresee that the current organization is well positioned both in quantity and quality to drive further growth, which should lead to a better ef ciency ratio in the years to come. Healthy workplace The health and well-being of our employees and tenants is also one of the important pillars of NSI’s sustainability strategy. NSI’s efforts and ambitions in this respect are reported in more detail in the ESG chapter ‘The future is here’ (on page 13). NSI’s culture and mindset, in which employees are used to having a great deal of exibility with regard to how they perform their tasks and taking on responsibilities, supports the health and well-being of our employees. The sickness rate at NSI increased to 5.2% in 2024 (2023: 4.2%) mostly due to long-term sickness absence. NSI’s culture and its commitment to providing a healthy and inspiring working environment to its employees are re ected in NSI’s head of ce; offering a modern, healthy, exible inte- rior that perfectly matches the experience we want to offer to our tenants, including our employees. Increasing employee’s health and promoting healthy habits in the workplace continues to be a key theme in 2025. Employee engagement In 2024 an Employee Engagement Survey was conducted. The eNPS has dropped to 22.5 as opposed to 29.3, last measured in 2021. Other topics such as Employment conditions and Sustai- nability remained stable at a score of 7.5 and 8.0 (out of 10) respectively. Working atmosphere scored 6.9, a reduction of 1.1 compared to 2021. Based on the results of the EES several themes are selected that NSI will actively work on in 2025. To keep employees informed and engaged, the Management Board regularly hosts sessions to inform the staff on the company’s performance and to highlight speci c topics and projects. These sessions are being held after each quarter to elaborate on the quarterly results, and every mid-quarter to discuss other subjects. Internal communications are supported by an active use of the intranet, where news articles are being released, and new employees are being introduced. Training and development Each individual employee is expected to develop, supported by HR and their manager, their personal development plan, to guide training needs and career perspectives. NSI provides ample training and development opportunities for all our employees. Employees are encouraged to take externally recognised courses by granting annual individual training budgets. NSI offers an online training platform offering all employees the possibility to strengthen their capabilities, mainly soft skills. In total employees spent 50 hours on this platform in 2024 (2023: 55). NSI uses the methodology of Pro le Dynamics® to further develop teams into even more effective teams. The analysis is a tool to assess if the pro le matches the type of work of an individual or (the composition of) a team and can serve as star- ting point for coaching. A Pro le Dynamics® chart is also part of the onboarding tool kit for new employees. Age breakdown NSI employees YE 2024 YE 2023 YE 2022 YE 2021 YE 2020 <30 31-40 41-50 >50 25% 20% 15% 10% 5% 0% 24 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Female Male # % # % Management board 1 50% 1 50% Senior management 3 25% 9 75% Operations 31 72.1% 12 27.9% Support staff 4 33.3% 8 66.7% Total 39 58.9% 30 41.1% Supervisory board 2 40% 3 60% Age bracket Number <30 20 31-40 20 41-50 19 >50 10 Our values We believe that a clear set of values creates a common feeling of identity. Our values set out the common behaviours that support our purpose and de ne our culture: We are transparent We recognise that mutual trust can only really exist in an environment of openness, clear communication and consistent actions. Our success as a long-term investor hinges on us gaining and maintaining the trust of all stakeholders and we constantly focus on this. We are disciplined Our internal and external procedures are be tting of a small and exible organisation. The procedures provide clarity on how we act and operate. We only make promises we can keep. We take responsibility Our intrinsic motivation at NSI is to always do the right thing. We recognise and fully embrace the high level of responsibili- ty that rests upon our shoulders as a publicly-listed company. As employees we are fully aware of the need to support our customers, colleagues and other stakeholders and we treat them with the utmost respect. We acknowledge and correct any mistakes we make and we learn from them. We think in terms of opportunities We have a positive mindset and are always seeking solutions and new opportunities. This makes us versatile and enables us to add value for our customers, whilst we continue to develop ourselves. We will always address the risks associated with an opportunity to come up with well-considered solutions. We like to keep it simple Complexity often confuses, creates uncertainty, a fuzzy demarcation of responsibilities and generally results in slow- downs and delays which in turn lead to inef ciency and high costs. We take decisions after thorough and substantiated deliberation, making sure our choice of structure, process and responsibilities are as clear and concise as possible for us and our stakeholders. We are here to stay Our focus at NSI is on sustainability and the long term, both when it comes to the relationship with our customer, the perspective of the building, the location and the ever changing needs of users, and, but also with regard to the structure of our organisation and the interests of our share- holders. We are fully aware of short-term interests but will always favour the long term. Female 58.9% Male 41.1% Gender breakdown NSI at 31 December 2024 25 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Climate risks Both physical- and transition risk analyses provide insight into the risk pro le of NSI’s portfolio. We are using Carbon Risk Real Estate Monitor (CRREM) for assessing and addressing transitional risk. More details about our plans to decrease our energy intensity in line with the 1.5c scenario decarbonisation pathway can be nd on page 19. A detailed climate risk assessment was undertaken in recent years, focusing on the most apparent climate-related physical risks in the Netherlands (pluvial ooding, ooding, drought and heat) as well as taking socio-economic consequences and transitional risks (related to the transition to a low-carbon economy) into account. Climate risks analysis Drought Drought is measured according to the potential lack of rainfall over a longer period. As our climate changes, the Netherlands is expected to experience longer periods of warmer weather and a lack of precipitation. While increased droughts can greatly affect the Dutch ecosy- stem and the agricultural sector, buildings can also be seve- rely affected through land subsidence and rotting of wooden pile foundations as groundwater levels decrease. Heat Heat stress is commonly de ned as a physiological condition provoked by extreme heat, causing humans and animals to be unable to shed their heat and thereby overheating. There are several methods to approximate heat stress using geographic modelling. One such method is describing heat using the number of tropical days (≥ 30ºC) experienced per year. By 2050, the Netherlands is likely to experience temperatures higher than 35ºC at least once or twice a year. Since people spend on average 90% of their time indoors, managing the impact of these heatwaves on the indoor environment and a building’s ability to retain a productive working climate and temperature will be crucial. Pluvial fl ooding (heavy rainfall) It is expected that the amount of rainfall and the intensity of rainfall events in the Netherlands will increase signi cantly in the coming 30 years. Increase in heavy rainfall increases the risk of pluvial ooding. Pluvial ooding causes risks because of in ow of water to buildings as well as potential problems with accessibility of buildings. Socio-economic risks The physical hazards that result from climate change, can and will continue to have a signi cant effect on the quality of human life. In addition to the physical hazards which could poten- tially affect the resilience and accessibility of assets, there are related socio-economic issues that need to be taken into consideration which could have an impact on an asset’s value. NSI can mitigate and adapt to these impacts through ensuring their assets are well connected and surrounded by green (space) and blue infrastructure (water elements). These measures can not only enhance the workability and usability of their assets but can also help reduce their vulnerability to the physical impacts of climate change. These measures should be taken in cooperation with local governments whenever possible. 26 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Physical climate risks in more detail Drought 2024 Drought 2050 180 - 210 210 - 240 240 - 270 270 - 300 120 - 150 150 - 180 Potential maximum precipitation defect (in mm) 180 - 210 210 - 240 240 - 270 270 - 300 120 - 150 150 - 180 Potential maximum precipitation defect (in mm) Heat 2024 Heat 2050 6 - 9 9 - 12 12 - 15 15 - 18 0 - 3 3 - 6 Amount of tropical days (max ≥ 30 0 C) > 18 6 - 9 9 - 12 12 - 15 15 - 18 0 - 3 3 - 6 Amount of tropical days (max ≥ 30 0 C) > 18 3 - 4 4 - 5 5 - 6 1 - 2 2 - 3 Amount of days with ≥ 25 mm of precipitation Nuisance by precipitation 2050 3 - 4 4 - 5 5 - 6 1 - 2 2 - 3 Amount of days with ≥ 25 mm of precipitation Nuisance by precipitation 2024 27 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Income, costs and result Introduction EPRA earnings in 2024 amount to € 41.0m compared to € 40.4m in 2023 (+ 1.5%). The increase in EPRA earnings is the result of lower operating costs and higher gross rental income and was partly offset by higher nancing costs and corporate income tax. EPRA EPS is € 2.09, 4.2% higher than last year (2023: € 2.01). EPRA NTA is €674.4m, down 5.2% compared to the end of 2023, due to the negative revaluation of the investment portfolio during the year. On a per share basis, EPRA NTA was down by only 0.1% or € 0.03 due to the € 20m share buyback that was nalised on 30 September 2024. Rental income Gross rental income is up by 2.2% to € 72.7m compared to last year. On a like-for-like basis GRI increased by 3.2%, mainly due to lower vacancy. Net rental income amounts to € 61.1m, up €2.7m (+ 4.5%) versus 2023. The increases in Amsterdam, Other G4 and Other Nether- lands were respectively 8.2%, 0.0% and 2.6%. On a like-for-like basis, net rental income increased by 5.2%. The NRI margin is 84.0%, 1.9% higher compared to 2023. Oper- ating costs have decreased by € 1.2m (-11.3%) compared to 2023, with lower maintenance costs (- € 1.0m) and other operating costs (- € 0.6m) partially offset by higher letting costs (+ € 0.3m) and property management costs (+ € 0.2m). Administrative costs Administrative expenses are € 0.8m lower compared to 2023, re ecting lower staff costs, consultancy costs and ICT costs. Net nancing costs The direct net nancing costs increased by 22.5% (€ 1.9m) compared to 2023, caused by higher interest costs (€ 1.1m) due to higher variable interest rates during 2024 and lower capital- ised interest related to development projects (€ 0.5m). Corporate income tax In 2024 corporate income tax has increased by € 1.0m to €1.5m, due to the year being the rst full year following the business restructuring in 2023, resulting in an effective tax rate of 3.6% over the direct investment result before tax. Indirect result The investment portfolio incurred a negative revaluation of € 28.1m (- 2.7% at market value) compared to the end of 2023. The result on disposals concluded in 2024 amounts to € 2.3m, contributing to a total indirect result before tax of - € 27.2m. The indirect effect of corporate income tax amounts to -€ 1.5m in 2024, reducing the deferred tax asset on the balance sheet. The total indirect result amounts to -€28.6m. Post closing events There are no post-closing events. Income segment split 2024 2023 Amsterdam Other G4 Other NL Corporate Total Gross rental income 37,112 24,294 11,325 72,731 71,199 Service costs not recharged -670 -1,295 -66 -2,030 -1,926 Operating costs -4,699 -3,650 -1,274 -9,622 -10,852 Net rental income 31,743 19,349 9,986 61,079 58,421 Administrative costs -8,298 -8,298 -9,120 Earnings before interest and taxes 31,743 19,349 9,986 -8,298 52,780 49,301 Net nancing result -10,225 -10,225 -8,349 Direct investment result before tax 31,743 19,349 9,986 -18,523 42,556 40,953 Corporate income tax -1,548 -1,548 -550 Direct investment result / EPRA earnings 31,743 19,349 9,986 -20,071 41,008 40,402 28 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Dutch property market overview Economic conditions In the rst quarter of 2024, the economy contracted by 0.6%, but rebounded with growth of 1.0% in the second quarter and 0.8% in the third quarter. This growth was primarily driven by increases in household and public consumption. Following a stabilization of Dutch in ation at 3.8% in 2023, the average in ation rate decreased to 3.3% in 2024. This decline was primarily due to a signi cant slowdown in food price increases, which rose by only 1.1% in 2024 compared to 12.1% in 2023. How- ever, in the latter part of 2024, in ation experienced an uptick, reaching 4.0% in November and 4.1% in December. This increase was largely driven by higher costs in housing, water, energy, and tobacco products. In 2024, the Dutch unemployment rate remained relatively stable between 3.6% and 3.7%, close to historical lows. The labour market demonstrated resilience amid challenges such as deteri- orating purchasing power, tighter credit conditions and ongoing geopolitical tensions. Occupational market In the past years, the "of ce vs. WFH" debate has solidi ed into a hybrid working model. However, rather than a broad reduction in of ce space, 2024 has shown a continuation in the shift in demand towards high-quality, well-located, and ESG-compliant of ces. Overall, of ce take-up volumes increased by 20% compared to 2023, signaling stabilisation after several years of declining take-up. While some companies have reduced their overall space requirements, all are prioritizing locations and buildings that attract talent, enhance collaboration, and align with their sustai- nability goals. Furthermore, occupiers are restructuring their of ce footprints, optimizing layouts to maximize collaboration and employee engagement rather than just minimizing costs. While the desk ratio in the Netherlands has decreased to around 0.6 (60 desks per 100 employees) coming from 0.7 pre-Covid, the use of space that facilitates collaboration like meeting rooms has increased. This has limited the reduction in of ce demand for the Dutch market. The overall Dutch of ce vacancy rate remained stable at 8.0%. Prime of ce markets, particularly in Amsterdam, Utrecht and Rotterdam, continue to tighten, pushing rental levels upwards, while secondary and older assets face longer vacancy periods . Of ce users unable to secure quality space are often renewing existing leases, further delaying re locations and exacerbating misalignment between supply and demand . Amsterdam Of ce take-up in Amsterdam in 2024 was circa 203.000 m 2 (vs same period 2023: 209.000 m 2 ), con rming the trend of limited grade A space availability and an economy that remains sluggish. The of ce vacancy rate in Amsterdam as of Q4 2024 is 11.1%, up from 8.3% in Q4 2023. Within Amsterdam, West saw the biggest increase to 25.6% (from 7.5% in 2023), which can be explained by the combination of some bigger lease expiries concentrated in a handful of assets and the smaller size of the submarket (cir- ca 200.000 m 2 ). The bifurcation is clearly visible, as the vacancy in the prime South-axis market is 4.4%, still well below the Dutch average vacancy of 8.0%. Additionally, prime of ce rents on the South-axis have reached a new record at €585 per m 2 , even with signi cant availability in the wider Amsterdam market. Other G4 In 2024 take-up in Utrecht increased signi cantly to 104.000 m 2 , up 74% compared to 2023 (60.000 m 2 ). Part of this increase is explained by the completion of (re-)developments that have since been taken up by the market, as it ts the criteria of more selec- tive occupants. Vacancy increased by 160bps to 5.2% in 2024, while prime rents increased to €335 per m 2 (2022: €325 per m 2 ). In Rotterdam prime rents increased by 10% to 330/m 2 (2023: 300) and the vacancy decreased to 6.8% (2023: 7.1%). In The Hague, where Government is the largest occupier, the over- all vacancy slightly decreased by 30 bps to 4.2% (2023: 4.5%). Investment market The magnitude of the interest rate hikes has dramatically impacted market valuations, as the investment market effectively came to a standstill 2023, which continued into 2024. According to Cush- man & Wake eld, the total volume transaction on of ce real estate in the Netherlands amounts to €1.7 billion for 2024, at compared to 2023 and in line with the €1.6 billion projected at the end of 2023. This is a 68% decrease from transaction volumes in 2022. However, since the peak in 2022 values have declined by an average of 35-50%, creating potential opportunities and leading to a projected volume for 2025 of €2.0 billion according to CBRE. However, institutional and international investors still remains cautious, limiting liquidity on larger ticket sizes. The anticipated number of forced sales in 2024 has materialized only to a limited extent, largely due to the exibility of lenders. While redemptions in 2025 are expected to be limited, opportuni- ties may arise as forced sales eventually take place. Additionally, with rental levels having risen signi cantly in recent years and capital values having declined by up to 50%, attractive opportuni- ties may emerge beyond assets from motivated sellers. 29 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Real estate portfolio 0.0 20.0 40.0 60.0 80.0 100.0 2025 2026 2027 2028 2029 >2029 Total Contract rent 12.0 14.2 17.0 5.5 5.5 22.7 76.8 ERV 14.1 14.1 17.1 5.5 5.5 23.0 79.3 # Contracts 188 71 102 48 46 48 501 Rev. Potential 16.9% -0.6% 0.3% 1.0% 1.0% 1.6% 3.2% Three assets were sold in 2024: Laanderpoort (Amsterdam), Het Binnenhof (Den Bosch) and Fellenoord (Eindhoven). The combined proceeds of these disposals were € 50.6m (before transaction costs), re ecting a 1.0% discount to December 2023 book values. In December 2024, NSI acquired Sypesteyn (Utrecht) for € 15.3m (before transaction costs). Portfolio breakdown – 31 December 2024 # Assets Market value (€ m) Market value (%) Amsterdam 21 545 55% Other G4 15 330 33% Other Netherlands 8 124 12% TOTAL 44 1,000 100% Vacancy The EPRA vacancy at the end of 2024 is 5.1%, down from 5.2% at the end of 2023. On a like-for-like basis the vacancy decrease was 0.1%. The 5.1% vacancy rate at the end of 2024 includes 0.6%-point vacancy resulting from the acquisition of Sypesteyn. Adjusted for this, the vacancy rate at year-end of 2024 is 4.5%. The tenant retention rate for 2024 was 71.1%. EPRA vacancy Dec. 2023 L-f-l Other Dec. 2024 Amsterdam 5.8% -0.8% - 5.0% Other G4 6.0% 0.5% -0.3% 6.3% Other Netherlands 1.5% 1.2% -0.4% 2.3% TOTAL 5.2% -0.1% 0.0% 5.1% Rents On a like-for-like basis, gross rents are up by 3.2% in 2024 due to indexation and lower vacancy compared to 2023. Like-for-like growth gross rental income YTD 2024 YTD 2023 L-f-l Amsterdam 37.4 35.5 5.1% Other G4 23.0 22.9 0.6% Other Netherlands 9.2 9.1 2.1% TOTAL 69.6 67. 5 3.2% Net rents increased by 5.2% on a like-for-like basis in 2024. The increase is higher than the increase in gross rental growth, mainly as a result of lower maintenance costs in 2024. Like-for-like growth net rental income YTD 2024 YTD 2023 L-f-l Amsterdam 32.0 29.8 7.2% Other G4 18.6 18.2 2.2% Other Netherlands 7.8 7.4 4.6% TOTAL 58.3 55.5 5.2% Reversionary potential / ERV bridge In 2024 ERVs increased by 1.4% on a like-for-like basis. The largest increase was recorded in Rotterdam (5.1%), mainly due to the renovation of HNK Rotterdam Scheepvaartkwartier. In Amsterdam, like-for-like ERVs increased by 1.4%. Like-for-like growth ERV (€m) Dec. 2024 Dec. 2023 L-f-l Amsterdam 44 44 1.4% Other G4 25 25 2.2% Other Netherlands 11 11 -0.3% TOTAL 80 79 1.4% As per 2024 the investment portfolio is 3.2% reversionary, up from 2.4% at year-end 2023. This is mainly the result of the reversionary potential on Sypesteyn and partly offset by indexation leading to increased contracted rent. New lease contracts in 2024 were signed on average at a 13.8% premium to ERV. Reversionary potential Dec. 2024 Dec. 2023 Amsterdam 4.3% 5.2% Other G4 1.1% -3.0% Other Netherlands 4.4% 4.1% TOTAL 3.2% 2.4% Annual expirations and reversionary potential 30 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 60 65 70 75 80 85 Net Effective Rent Rent incentives Contracted rent Positive reversion Negative reversion ERV Vacant space Total ERV Contracted rent Reversion ERV 72 5 77 5 -3 4 84 90 The WAULT of the portfolio is 3.6 years. Contracts repre- senting an annualised rental income of € 12.0m (16% of total annualised rental income) are set to expire in 2025. This includes €2.4m in exible lease contracts with maturities of one to three months, which typically are just rolled over. Bridge Contracted rent to ERV - 31 December 2024 Negative revaluations in 2024 have partially been offset by positive revaluations, mainly in Rotterdam. This is due to the improved rental situation at the renovated HNK Rotterdam Scheepvaartkwartier and the start of construction activities at HNK Rotterdam Alexander (Alexanderpoort). Revaluation Market value (€ m) Revaluation Positive Negative Total % Amsterdam 545 4 -31 -27 -4.6% Other G4 330 10 -5 4 1.4% Other NL 124 4 -11 -7 -4.3% TOTAL 1,000 17 -47 -29 -2.7% Capital expenditure Capex over 2024 totals to € 16.0m of which € 7.2m is defen- sive. The € 8.8m of offensive capex includes € 2.5m for the development projects. Capital expenditure Offensive Defensive Total Amsterdam 3.9 2.9 6.8 Other G4 4.1 3.3 7.4 Other Netherlands 0.2 1.1 1.3 Total Portfolio 8.3 7. 2 15.5 Amsterdam Vacancy decreased from 5.8% to 5.0% mainly as a result of new lettings at Centerpoint I. The tenant retention rate in 2024 was 69.3%. Key metrics Amsterdam Dec. 2024 Dec. 2023 Change Number of properties 21 22 -4.5% Market value (€ m) 545 588 -7. 2 % Lettable area (sqm k) 162 161 0.5% Ann. contract rent (€ m) 40 39 3.0% Estimated rental value (€ m) 44 44 1.4% EPRA net initial yield 5.7% 5.2% 0.5 pp Gross initial yield 7.9% 7.4% 0.5 pp EPRA vacancy 5.0% 5.8% -0.8 pp Wault 3.8 4.1 -8.2% EPRA yields The EPRA net initial yield is up by 30bps to 5.6% in 2024. This re ects both yield expansion and the impact of higher rents. The lack of liquidity in the investment market has prompted appraisers to take a more conservative stance on valuations. Portfolio yields EPRA net initial yield Gross initial yield Reversionary yield Dec. 2024 Dec. 2023 Dec. 2024 Dec. 2023 Dec. 2024 Dec. 2023 Amsterdam 5.7% 5.2% 7.9% 7.4% 8.7% 8.3% Other G4 5.3% 5.7% 8.2% 8.6% 8.8% 8.9% Other NL 5.8% 5.0% 8.0% 8.1% 8.6% 8.6% TOTAL 5.6% 5.3% 8.0% 7.9% 8.7% 8.5% Valuations The portfolio valuation is down by 2.7% over the 12-month period. H1 saw a negative revaluation of -1.7%, with H2 seeing an additional 1.0% fall in values, in part due to asset speci c value adjustments and in part to re ect the still existing lack of liquidity in the investment market. The limited portfolio revaluation in 2024 follows more size- able adjustments in H2 2022 and in 2023, resulting in a total decline of 26 % over the 30-month period. 31 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 0.0 2.0 8.0 12.0 2025 2026 2027 2028 2029 >2029 Total Contract rent 2.9 1.0 2.0 0.6 0.6 2.8 9.9 ERV 3.5 1.1 2.0 0.6 0.6 2.6 10.4 # Contracts 8 7 7 9 9 1 41 Reversion 20.8% 2.8% -2.6% 9.7% 9.7% -8.7% 4.4% 4.0 10.0 6.0 0.0 5.0 15.0 25.0 30.0 2025 2026 2027 2028 2029 >2029 Total Contract rent 3.8 3.3 7.4 0.9 0.9 10.4 26.8 ERV 4.3 3.4 7.4 0.9 0.9 10.2 27.1 # Contracts 133 38 46 14 14 28 273 Reversion 11.9% 4.2% -1.0% 2.6% 2.6% -2.5% 1.1% 10.0 20.0 0.0 5.0 10.0 15.0 25.0 30.0 35.0 45.0 2025 2026 2027 2028 2029 >2029 Total Contract rent 5.3 9.8 7.6 4.0 4.0 9.4 40.1 ERV 6.3 9.6 7.8 4.0 4.0 10.3 41.8 # Contracts 47 26 49 23 23 19 187 Reversion 18.4% -2.5% 2.4% -0.6% -0.6% 9.2% 4.3% 40.0 20.0 Annual expirations and reversionary potential Other G4 The EPRA vacancy rate for Other G4 is 6.3%, slightly up from 6.0% at year-end 2023. The vacancy includes 1.7% of vacancy due to the acquisition of Sypesteyn. The tenant retention rate for 2024 amounts to 60.2% for this segment. Key metrics Other G4 Dec. 2024 Dec. 2023 Change Number of properties 15 14 7.1% Market value (€ m) 330 301 9.8% Lettable area (sqm k) 135 125 7.6% Ann. contract rent (€ m) 27 26 3.8% Estimated rental value (€ m) 29 27 8.5% EPRA net initial yield 5.3% 5.7% -0.4 pp Gross initial yield 8.2% 8.6% -0.5 pp EPRA vacancy 6.3% 6.0% 0.3 pp Wault 3.7 3.5 7.8% Annual expirations and reversionary potential Other Netherlands The vacancy rate was 2.3%, up from 1.5% at year-end 2023. The vacancy in Life Sciences assets in Leiden remains 0%. The retention rate in this segment is 85.0%. Key metrics Other Netherlands Dec. 2024 Dec. 2023 Change Number of properties 8 10 -20.0% Market value (€ m) 124 154 -19.3% Lettable area (sqm k) 50 65 -22.7% Ann. contract rent (€ m) 10 12 -20.0% Estimated rental value (€ m) 11 13 -19.0% EPRA net initial yield 5.8% 5.0% 0.8 pp Gross initial yield 8.0% 8.1% -0.1 pp EPRA vacancy 2.3% 1.5% 0.8 pp Wault 3.0 2.9 2.1% Annual expirations and reversionary potential Development and renovations Laanderpoort was sold to ING in January 2024 for € 24m, which is the price for the existing Laanderpoort buildings, along with the plans, permits and agreements for its redevel- opment. ING has since started the construction. Vitrum continues to be leased on a exible basis to generate cash ow whilst the legal process to obtain the necessary permit and title changes continues. The legal process may well be concluded during 2025. Following the disposal of Laanderpoort in January the decision was made to look afresh at the nancial viability of the Well House project. This is an ongoing process. Whilst the business case looks to have improved, no decision has been made to date to restart the project. 32 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction A++ AA+ B C D E F & G 2017 2018 2020 2021 20222019 2023 2024 29% 44% 44% 74% 2% 13% 15% 20% 23% 26% 26% 80% 10% 12% 12% 29% 15% 15% 65% 68% 64% 7% 5% 3% 12% 7% 6% 6% 3% 12% 10% 8% 4% 6% 4% 2% 2% 2% 4% 1% In the last quarter of 2024 construction has started at HNK Rotterdam Alexander (previously known as Alexanderpoort), which is expected to complete in the second half of 2025. At year-end 2024 Vitrum and Alexanderpoort were included in investment property under construction, as well as the accu- mulated capitalised costs for Well House. Movement table investment property under construction Total Balance 1 January 2024 59.2 Capital expenditure (Investments) 2.0 Capitalised interest 1.8 Revaluation 0.6 Transfer from / to operation 12.1 Disposals -23.8 Balance 31 December 2024 51.9 Market value 31 December 2024 51.9 Sustainability The share of EPC label certi cates A, A+ or A++ is stable at 96% of assets by value 1 per end 2024, with an increase in A++ labels. The percentage BREEAM labels ‘Very Good’ and ‘Excel- lent’ also remained stable at 78% in 2024 1 . NSI was awarded 5 stars in the annual GRESB sustainability assessment for the fth year running, with a score of 93 points out of 100. EPC energy performance certi cates by value 1 NSI is committed to lower the energy usage of its buildings and continued investing in its assets for this purpose in 2024. These investments, and investments in prior years, explain the fall in energy intensity in 2024 to 110 kWh/m 2 /year 2 , and are expected to result in a further decline in 2025. The portfolio is already well below the CRREM de ned pathway for The Netherlands and is on track to achieve Paris-alignment (85kWh/m2/year) by 2035. BREEAM by sqm 1 7% No label Acceptable Pass Very good Good Excellent 4% 11% 36% 43% 78% Staying below the CRREM pathway 85 kWh/m 2 /year by 2035 2 0 50 150 100 200 2020 2025 2035 2030 NL target NSI Actual kWh 2 e/m 2 /year 173 164 155 128 116 113 85 147 110 3% 1% 1 Excluding Vitrum and WellHouse. If these assets would be included it would be 75,33%. 2 Excluding Leiden (Life Sciences). If included it would be 126. 33 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Balance sheet, NTA and financing Net tangible assets EPRA NTA per end of December 2024 is € 674.4m, down 5.2% compared to the end of 2023 (€ 711.5m), largely as a result of a negative revaluation of the investment portfolio. Due to a € 20m share buyback nalised on 30 September 2024, EPRA NTA per share decreased by only 0.1% from € 35.30 at the end of 2023 to € 35.27 at the end of 2024. Bridge EPRA NTA per share (in €) 38.0 36.0 35.0 34.0 33.0 32.0 35.30 2.09 -1.43 31 Dec. 2023 Dividend EPRA Earnings Revaluation Result on sales Deferred tax Other Effect change stock 31 Dec. 2024 37.0 -1.52 0.20 -0.52 -0.07 0.84 35.27 2025 2026 2027 2028 2029 2030 2031 RCF undrawn RCF Term Loan USPP’s 240 60 50 40 50 50 40 40 Funding In July 2024, NSI terminated its secured nancing with Berlin Hyp (€ 55m). The loan has been repaid using the existing revolving credit facility. Net debt Dec. 2024 Dec. 2023 Change Debt outstanding 330.0 335.0 -5.0 Amortisation costs -0.8 -1.4 0.6 Book value of debt 329 334 -4.4 Cash and cash equivalents -8.5 -0.2 -8.2 Debts to credit institutions 17.1 11.0 6.1 Total Portfolio 337.9 344.4 -6.6 Net debt is down by € 6.6m compared to the end of 2023. This is primarily due to disposals totalling € 50.5m (net of transac- tion costs) and mostly offset by the € 20m share buyback, the acquisition of Sypesteyn (€ 15.3m excluding transaction costs) and capital expenditure (€ 15.5m). At the end of 2024 NSI has circa € 240m of committed undrawn credit facilities at its disposal. The average loan maturity is 3.5 years (2022: 4.5 years), with no loans maturing until 2026. This ensures suf cient exibility and capacity. Maturity pro le At year-end all debt is unsecured due to the termination of the BerlinHyp loan. The average cost of debt at the end of 2024 has decreased from 3.2% to 2.9% as the cost of variable rate debt has declined at the end of 2024 compared to the end of 2023 and a slightly lower margin on the RCF relative to the terminated secured loan. Leverage and hedging The LTV is 33.8% at the end of 2024, 80 basis points higher compared to December 2023 (33.0%), driven by negative revaluations of assets in 2024 and the share buy back, and partly offset by lower net debt. The ICR stands at 5.1x at the end December 2024, compared to 5.5x at the end of December 2023. This is the result of higher net nancing expenses during 2024, due to higher average variable interest rates over 2024. The ICR remains rmly above the 2.0x covenant. Major covenants Covenant Dec. 20 Dec. 21 Dec. 22 Dec. 23 Dec. 24 LT V ≤ 60.0% 29.2% 28.2% 28.7% 33.0% 33.8% ICR ≥ 2.0x 7. 2 x 6.5x 6.3x 5.5x 5.1x NSI is using swaps to hedge interest rate risk on variable rate loans. The volume hedge ratio has increased to 83.3% (internal target range: 70-100%) from 82.1% in December 2023. The weighted average maturity for the xed rate loans is 4.2 years at the end of December 2024. The maturity hedge ratio is 112.1% (internal target range 70-120%). 34 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Risk management and internal control Governance The Management Board is responsible for the organisation, implementation and functioning of the internal risk manage- ment and control systems that are geared to NSI’s business activities. NSI has an adequate risk management and internal control system in place. The Board is however aware that risk management and control systems cannot provide an absolute guarantee with respect to achieving the business objectives and preventing signi cant errors, losses, fraud or the violation of laws or regulations. The scope of the Supervisory Board’s supervision includes the design and operation of the internal risk management and control systems. The Audit Committee supports the Supervisory Board in the performance of this supervision. The Management Board and the Supervisory Board consider effective risk management to be a critical success factor whereby the ‘tone at the top’ is crucial. Ownership and management of all (identi ed) risks is assigned to the Management Board and is managed and monitored during the year in cooperation with senior management. Risk and control framework Policy and procedures Risk acceptance Risk sectors Strategy Strategic • Macro-economic environment; • Market value of properties; • Change in tenant demand; • Cost of capital and stock exchange listing; • Concentration; • Competition; • Sustainability – transition; • Sustainability – physical risk of climate change. Operational • Quality of employees; • Execution development projects; • Supply chain and project sourcing; • Maintenance; • Tenant satisfaction; • Data integrity and cyber security; • Calamities; • Pandemic diseases. Compliance • Integrity code and rules; • Fraudulent transactions; • Sustainability and health and safety legislation; • Governance. Financial • Reporting; • Liquidity; • Interest rate volatility; • Credit and counterparty; • Tax. Risk assessment and monitoring 35 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Strategy NSI has a long-term investment strategy for its real estate invest- ments and monitors the risks associated with its investment policy. Control measures have been implemented with regard to this policy and the monitoring of the ensuing results and effects. A system safeguarding the policy, guidelines, reporting systems and segregation of duties has been set up and put into operation in order to execute these control measures. The organisational struc- ture and corporate strategy are focused on balancing maximisa- tion of shareholder returns and serving the interests of all other stakeholders, with a balanced risk appetite. Sustainability is an integral part of NSI’s long term value creation strategy. Our business model is geared towards minimising our energy intensity and associated carbon footprint, offering and developing future-proof buildings and creating healthy, inspiring and exible working environments for our tenants, guests and employees. Risk acceptance and risk appetite In general, the total risk appetite of NSI is cautious, weighing all risk sectors, namely strategic, operational, nancial and compli- ance considerations. This is in line with the company’s objective to generate consistent long-term results for its shareholders and other stakeholders such as its employees, tenants and suppliers. as in line with the interests of its stakeholders. Operational risks must be kept under control as much as possible, and NSI regu- larly reviews the effectiveness and ef ciency of its operational processes for this purpose. The risk appetite for operational matters is cautious. The overall risk appetite regarding nancial risks is minimal. In matters like reporting, liquidity management, covering interest rate volatility, credit- and counterparty default and tax matters, NSI is strict on procedures and prudent in risk taking. The risk appetite in terms of compliance is averse. NSI and its employees must act with integrity, honesty and in compliance with laws and regulations. NSI has also formulated clear principles for this which are laid down in various codes and regulations. In summary, NSI’s risk appetite is as follows: Risk sector Risk Appetite Strategic Open Operational Cautious Compliance Averse Financial Minimal Risk and control framework The NSI risk and control framework is based on the Enterprise Risk Management (ERM) model and the related COSO frame- work (developed by the Committee of Sponsoring Organizations of the Treadway Commission). The risk and control framework is assessed regularly; changes are made if required. NSI has an adequate risk management and internal control system in place. An important element of the internal control system is a management structure that enables effective decision-making. Strict procedures are followed for the preparation of quarterly and annual reporting of results based on the company’s accounting principles. Annual budgets are prepared and set by the Manage- ment Board and approved by the Supervisory Board. On a quar- terly basis, updated forecast are prepared and discussed with the Supervisory Board. Based on an integrated ERP system combined with a data warehouse, Business Intelligence tools and other appli- cations, the internal management reporting system is designed to track developments in all relevant parts of the nancial and oper- ational results, as well as monitoring company performance using key performance indicators. A back-up and recovery plan is in place, making use of external data centres, to ensure that data is not lost in the event of a calamity or cyberattack. The Audit Committee discusses the ndings of the external auditor regarding the company’s internal control environment with the Management Board and the external auditor. It also monitors compliance with recommendations and follow-up actions on comments made by the external auditor. Throughout the year, the ndings of the internal audits were also discussed with the Audit Committee. In the year under review all important decisions with regard to the acquisition, redevelopment and divestment of properties were discussed and assessed during regular meetings of the Supervisory Board. A m b i t i o u s O p e n C a u t i o u s M i n i m a l A v e r s e R i s k a p p e t i t e NSI has a clear strategy whereby it is active in high-growth Dutch locations in selected key cities in The Netherlands. Its primary focus is on Amsterdam, in line with the global trend of urbanisa- tion, with a well-de ned asset strategy using clear acquisition and divestment criteria. NSI is selectively looking to acquire new of ce assets noting the initial signs of recovery of the real estate market, is progressing on its development pipeline and is considering investments beyond its core of of ces with its “sector smart” stra- tegic pillar. Inevitably, the implementation of the strategy involves incurring risk, hence the risk appetite in terms of strategy is open. The open risk appetite to commercial opportunities does not suggest an open risk appetite to leverage, as the company has an internal policy to stay well within the externally imposed limits. Within this framework, NSI is prepared to accept risks associated with doing business in the constantly changing property market environment in a responsible and well-considered way, as well 36 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction In 2024 the risk and control framework was reviewed by the Management Board. Based on this review, the assessment of impact and likelihood was adjusted in some instances. Some risks have been rede ned to better re ect the actual risk. The completeness of the identi ed risks was discussed with the Audit Committee. Risk assessment and monitoring NSI measures and assesses risks using tools including scenario analysis models in which the impact of variables can be set. The outcome of these models results in more awareness of the sensi- tivity of our business model and strategy. In addition, budgets and the periodically updated forecasts are based on the actual state of affairs in order to generate scenarios containing the most up-to- date information. High-impact risks are risks that could have a material impact on NSI’s income statement and / or the balance sheet, the company’s nancing covenants or its reputation. Low impact risks have a limited impact on the company’s results or nancial position. Risks that have an average impact could have a large enough impact to require an explanation should they occur, although not large enough to have a material impact on results. The likelihood of a risk occurring may be low but the possible impact may be high, as may be the case in the event of a large calamity. For this reason, NSI actively monitors risks that are less and more likely to occur. NSI monitors the high-impact risks more frequently. By monitoring throughout the year, NSI also assesses whether the estimated impact of all identi ed risks is still in line with the actual situation. Risk management and control in 2024 In line with stabilising market conditions with, however, still lack of liquidity in the market, the valuation of NSI’s properties was about at par with 2023. Balance sheet management is well installed. In January 2024, the development project Laanderpoort, Amsterdam, was sold to ING. Due to lower required funding, NSI terminated its secured loan with BerlinHyp. The rst loan set to expire is now in January 2026, the average loan maturity is 3.5 years at 31 December 2024. At the end of 2024 NSI reported an LTV of 33.8% and an ICR of 5.1x, well within the covenants of respectively maximum 60.0% for LTV and higher than 2.0x for ICR. Internal audit NSI appointed a third party to assist (co-sourcing) in ful lling the internal audit function and engaged a specialized rm to do a scan on Treasury. This is not in line with best practice provision 1.3.1 of the Dutch Corporate Governance Code and a deliberate choice to balance audit expertise, relatively low required hours for internal audit activities, independence of the auditor to other activities at NSI and cost ef ciency. At the end of 2021, a new internal audit plan was drawn for the period 2022 to 2024. The plan is based on a high-level risk assess- ment of NSI’s primary and supporting processes. The risk factors applied are based on qualitative factors like sensitivity to fraud, manual input, nature of the process, possible impact and number of transactions. This internal audit plan was discussed with and approved by the Audit Committee. For 2025 – 2027, an overall internal audit plan was also discussed and approved by the Audit Committee. For key and / or high-risk processes, this was a full scope review, aimed at the effectiveness of the design of the process as well as the effectiveness of the control measures. For a full scope audit, extensive testing of control measures and transactions took place. For medium or low risk processes a limited scope review was done, with a focus on reviewing the design of the control measures with limited testing of these measures. Based on the outcome, an action plan was made to make adjust- ments or improvements to the internal control procedures. Follow-up audits were performed on an annual basis to review whether prior year management actions were indeed taken. In 2024, the following processes were reviewed: • Procurement to payment (full scope); • Tax (limited scope); • Governance and compliance (limited scope); • Treasury (full scope / deepdive). Overall, no signi cant ndings were found in the audit of the design, implementation and operational effectiveness of the internal controls of the respective processes. Furthermore, a review of fraud risks in relation to the above-mentioned processes is also in scope of these audits. Also, no signi cant ndings came out of this review process. A follow-up review on the ndings and recommendations of the processes reviewed from 2021 to 2023 (and not being part of review 2024) was also performed. The progress with respect to the follow-up of the prior year audits was: 85% of the recommenda- tions were completed, whereas 15% is still in progress. None of the recommendations that are still pending are considered signi cant. The results and ndings of the audits were discussed with the Audit Committee, after which the outcome was shared with the external auditor. Fraud risk assessment The management of fraud risks is an integral part of NSI's risk management. In 2024, NSI has conducted a separate fraud risk anal- ysis in order to assess whether potential fraud risks are adequately mitigated or controlled within NSI's internal control environment, to identify if there are any risks that are not (yet) adequately mitigated, and if there are shortcomings for which additional measures should be taken. Amongst others, for the fraud risk analysis, NSI used the information as presented in the publication by IVBN ‘Beheersing van frauderisico’s in de vastgoedsector’ (February 2018). As part of the fraud risk analysis, NSI organised a brainstorm session with all of its employees on the matter, leading to both input for the fraud overview and heightened awareness amongst the employees on acceptable behaviour. The fraud themes most mentioned by our employees relate to misuse of the expense policy, the procurement to pay process, possible theft of company property and dealings with suppliers in the investments and asset management process. No fully new topics were identi ed. In the further fraud risk analysis, for each process / activity, the potential fraud risks that could apply, and the control measures that 37 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction are already in place, were identi ed. Activities were categorized in three main categories for this purpose: • General: Culture and Governance • Primary processes/activities (including acquisitions and dispo- sitions of assets, commercial and technical asset management and development of real estate); • Supporting activities. The main potential fraud risks related to our business are: anti- bribery and corruption (e.g. money laundering), transactions with fraudulent parties, self-enrichment and manipulation risk. This fraud risk analysis shows that, to the best of our know ledge, adequate mitigating measures are in place with respect to several fraud risks. The implemented segregation of duties and the way in which decision-making and power of attorney are embedded in a small organisation like NSI, contribute signi cantly to this. Furthermore, the assignment of external appraisers in the valua- tion process and the standardisation of processes and formats in general are also important mitigating measures in this regard. The outcome and conclusions of the fraud risk assessment have been discussed in both the management board as the audit committee. As a result of this fraud risk assessment no major issues were observed. Integrity code and rules New employees and temporary staff receive NSI’s Code of Conduct ((based on the Code of Conduct published by the IVBN), for which they have to sign-off. All employees need to (re-)con rm the Code of Conduct on an annual basis. The Code of Conduct of NSI is also applicable to suppliers with respect to chain responsibility. There have been no known incidents in relation to fraud or integ- rity in 2024. Sustainability, health and safety Sustainability is an integral part of NSI’s long term value creation strategy. As a real estate company, our business is exposed to both transition and physical risks and opportunities related to climate change. NSI deems that both climate change risks could become more material due to rapidly changing (compliance and reporting) legislation. As part of our risk assessment process these climate risks are fully integrated and NSI has identi ed the possible miti- gating measures to implement to control the climate and nancial consequences of those risks. Our sustainability ambitions are geared towards minimising our carbon footprint, offering and developing future-proof buildings and create healthy, inspiring and exible working environments for our clients and employees. Transition risks For each individual asset the level of sustainability has been assessed, including the identi cation of further required improve- ments (including the nancial impact) in line with our ambition. This also applies to all transformation and renovation projects. We have improved the BREEAM credentials of our existing assets over the past years; as per yearend 2024 already 78% of the portfolio has a BREEAM score of ‘Excellent’ or ‘Very Good’. NSI's portfolio is fully compliant with the energy label C obligation which has become effective as from 1 January 2023. As per yearend 2024 96.0% of NSI's operational portfolio has energy label A or better. Physical risks Based on the risk assessment on property level done in prior years, existing mitigating measures were mapped and measures that are needed additionally to mitigate the risks were determined and prioritised. Additional costs needed are included in the nancial planning for the coming years. Further detailed information on sustainability can be found on pages 13 to 27 on environmental, social and governance perfor- mance. Reporting Similar to the past three years, NSI’s auditor PwC has provided a limited assurance opinion on the reported sustainability and non- nancial KPIs (pages 116 to 117) for the nancial year 2024. This limited assurance is an intermediate step in the transition to an integrated annual report, in which the full sustainability infor- mation will be in scope in line with the Corporate Sustainability Reporting Directive (CSRD) which is applicable for NSI as from reporting year 2025. After having performed a high level gap analysis on CSRD readi- ness in 2022, NSI started with the double materiality assessment to determine its material ESG-topics in 2023. During 2024 this process was nalised, after which an in detail gap analysis is performed and a planning will be made to close the gaps before the CSRD reporting directive will be fully applicable to NSI . Data and cyber security The key applications supporting our business operation activities are SaaS solutions. The outcome of our review is that the risk of business interruption due to system failures is considered as low. Given the upgrade to a full cloud based IT-environment and the absence of any local servers, the added value to perform a pene- tration test again is low. In 2024, NSI selected and changed to a new SOC / SIEM-provider (Security Information and Event Management / Security Opera- tions Center). Having a strong SOC acts as a monitoring control for detecting and reporting any possible ransomware attacks or cyber security breaches. In 2024 no major issues were reported. Dutch real estate tax regime - FBI Legislation has now been passed such that as of 2025 FBI’s can no longer directly invest in Dutch real estate. In 2023 NSI executed a necessary restructuring to limit the negative impact of this change. NSI N.V. remained an FBI over 2024, yet as a result of the restruc- turing the group will pay tax in 2024 on its activities in the taxable entities. Throughout 2024, the implementation of the restructuring was completed by amongst others a completed transfer pricing framework and tight corporate housekeeping. NSI has kept in contact with tax authorities on further implementation and scal regulations. 38 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Strategic risk Appetite NSI pursues focus and growth (in de ned locations) with a well-de ned portfolio strategy by applying clear acquisition and divest- ment criteria. Within the framework, NSI is prepared to take risk inherent in the chosen strategy in a responsible way and in line with the interests of its stakeholders. Risk appetite can here be quali ed as open. Risk category Description of risk Mitigating measure Assessment Impact Probability Macro-economic environment Executive responsible: CEO The wider macro-economic and geo-political land- scape and outlook has structural and cyclical implica- tions for overall business activity in the country. Real estate is a cyclical industry that is impacted by these changes in business activity, potentially impacting tenant demand and investment demand. In turn this may impact property valuations and so our balance sheet. It may also impact our occupancy rates and thereby also our earnings and cash ow position. A structural or temporary imbalance between global supply and demand dynamics at the macro level in general could result in high levels of in ation, with a possible impact on revenues and level of costs. NSI invests only in the Netherlands, which historically has been politically and economically stable, and within the Netherlands NSI invests mostly in the G4 cities (Amsterdam, Utrecht, Rotterdam and The Hague) and Leiden (life sciences real estate). These cities are seen as most robust in terms of economic outlook and tenant demand and generally have the best levels of transparency and liquidity in the trans- action market. Most of NSI's rental contracts include an indexation clause. With respect to expenses NSI has xed price contracts for electricity and gas. Below average High Market value of properties Executive responsible: CFO The market value of properties is fundamental to a capital intensive business as NSI, in particular in the calculation of NAV. There is an inherent risk that the properties in the portfolio are incorrectly valued, which may result in a misstated equity position, misstated indirect results, reputational damage and the potential for claims due to false expectations being generated among stakeholders. In the markets in which NSI operates property yields are lower as a result of which valuations have become more sensitive to yield shifts. Appraisals currently hardly re ect any transition costs (sustainability capex) to Paris-proof. The risk is that this will increasingly happen the coming years, which for certain assets may lead to lower valuations. The NSI property portfolio is externally appraised twice a year (on 30 June and 31 December) in line with the RICS valuation standards. NSI uses only a select number of reputable valuers to appraise its assets. NSI is focusing predominantly on high-quality prop- erties in the G4, Eindhoven and Leiden which are the most liquid markets, so that relevant and up to date comparable transaction evidence generally exists. NSI also ensures its internal asset data information is up to date so that all the relevant data is available to support the valuation process. NSI uses an internal LTV target range as average over the cycle of between 35% - 40%, which is lower than the LTV debt covenant of 60%. This ensures that NSI has the capacity to absorb sudden adverse move- ments in asset valuations. For every asset in its portfolio, NSI has calculated the ( nancial) impact and has set a realistic timeline to stay below the CRREM-pathway. This is incorpo- rated in a long term capex and maintenance plan. The effects are also included in asset business plans and buy/hold decisions as part of regular asset rotation. In the underwriting of potential new property acquisi- tions, as part of the due diligence, NSI will perform an impact analysis of costs and bene ts to upgrade the respective property to Paris proof. Above average High Change in tenant demand Executive responsible: CEO Our clients recognise that in addition to facilitating, where appropriate, working from home, a high quality and healthy workplace environment is key to attracting and retaining talent. As a result, the focus is increasingly on better locations, better services, more exibility and adherence to the highest ESG standards. Working from home may also result in our clients selectively using less space overall. Furthermore, continued urbanisation will see tenant demand structurally concentrate in fewer locations. Not being able to meet future tenant demand may result in structurally high vacancy levels, resulting in lower nancial results and lower valuations of NSI's properties. NSI is constantly evaluating whether its properties continue to meet the need of (potential) clients and whether changes are needed. NSI is focusing on high-quality, larger, ef cient and sustainable properties in vibrant inner city locations or near transport hubs, mainly in the G4. We believe this is where our potential customers want to be located and can nd the relevant talent to run their businesses and where NSI, because of the multi-functional, vibrant location and size of the properties is able to provide relevant services on a pro table basis. Below average High 39 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Cost of capital / stock exchange listing Executive responsible: CEO Any listed company, in particular in real estate, is to a certain extent dependent on its shareholders to provide it with an attractive cost of capital. There is a risk that elements of the business are deemed struc- turally unattractive or that any small cap discount might be applicable resulting in a structurally high overall cost of capital, which could impair the ability of the business to be further developed. NSI has a clear strategy focused on long term value crea- tion for all stakeholders. NSI runs a focused high quality portfolio on a cost ef cient basis that should result in an attractive stable dividend. Furthermore NSI looks to generate value by active asset management, interesting acquisitions and by pursuing , value-add opportunities and a pipeline of pro table (re-) development opportunities. Furthermore, NSI follows an active Investor Relations strategy and focuses to provide transparency to contribute to an optimized cost of capital. High High Concentration Executive responsible: CEO A concentration of assets or activities in one market segment may result in a high correlation in the performance of these assets or activities. Whilst concentration can have a signi cantly adverse impact on the overall business in certain unforeseen circumstances, NSI takes the view that concentration does not have to be a negative. it is better to be good in a few things in the most promising locations and develop regional market knowledge than being moderate in lots of markets. Whilst NSI’s portfolio has become more concentrated in terms of location in recent years, there is still plenty of diversity in terms of micro-locations, tenant pro le, size, lease terms and lease conditions. Low Low Competition Executive responsible: CEO By focussing on selective high-demand economic growth markets there is a risk that other investors see the same attractiveness of these locations and that competition for assets can be erce. NSI offers a mix of space and services in locations where other landlords and serviced of ce operators are active. The risk is that the space / product of competitors is better, or more attractively priced. NSI has built up an extensive local network in the industry. This, in combination with our execution power and nancing capacity, means we see most to market opportunities. NSI believes property is about location, sustainability and services. We pursue leading positions in all of these, to make sure our product offering is competitive. NSI also pursues a strong relationship with its customers and tracks its NPS score to understand if it still meets customer needs. Below average Above average Sustainability - transition Executive responsible: CEO The risk whether a property is and will continue to be aligned to current and future sustainability require- ments, be it customer-led or regulatory-led. NSI will have to be able to anticipate and respond to changing legislation and changing needs and expectations of our stakeholders with regard to sustainability standards, although these have not yet crystallised out. The risk of not being able to meet sustainability requirements could reduce the attractiveness of our properties (and as such the demand for and value of our properties) and impact our reputation, as well as the ability to attract new employees and the attrac- tiveness of NSI's shares to (potential) shareholders. Worst case this could (for speci c properties) result in the loss of our ‘license to operate’. The cost of sustainability and the transition to Paris Alignment is not solely a risk to the business, it is as much an opportunity. We identi ed this opportunity some time ago and sustainability has since been an integral part of our long-term value creation strategy. Sustainability is an opportunity for NSI as not all investors will have the knowl- edge, team or the capital to successfully transition their assets to Paris-aligned, in a way that we have prepared for this. Sustainability has many perspectives. Our efforts are geared towards minimising the energy intensity of our portfolio and our carbon footprint. NSI actively tracks the status of its portfolio with respect to (new) codes and rules in the eld of sustainability. For potential acquisitions (and for all new developments), the due diligence process includes an assessment of whether the asset complies with all the relevant codes and rules. We operate all properties in line with our ISO 50001 Energy Management system ensuring we measure, manage and monitor our energy performance. NSI is has established a roadmap for each individual property, to stay below the Dutch of ce CRREM pathways, to reach our ambition of being Paris-aligned by 2035. NSI uses external parties to set-up and review its ESG reporting requirements. The external auditor provides limited assurance on the reported ESG data. Above average Above average Sustainability - physical risk of climate change Executive responsible: CEO Due to unfavourable climate changes there is an increasing risk of physical damage to our properties (which cannot be fully covered by insurance) and the inability to offer the required quality and comfort level to the occupiers of the properties. The risk of not being able to meet the climate chal- lenges could reduce the competitiveness and as such the demand for our properties, which could have a negative impact on asset valuations and could result in reputational damage. NSI regularly performs an assessment of the current and future impact of the four relevant physical risks with respect to our real estate portfolio (on an individual asset level) and the health and wellbeing of the occupiers of these properties. These physical risks consist of heavy rainfall and surface level ooding, river ooding and coastal surges, drought and heat stress. Based on this assessment to ensure risk mitigation, we rede ne (improve) the building speci cations & requirements (like quality of climate systems and water management systems) for both all refurbishments and new developments. Below average Below average Risk category Description of risk Mitigating measure Assessment Impact Probability 40 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Operational risk Appetite NSI is actively managing its real estate portfolio, driving returns for shareholders through income generation and the pursuit of long term value-add. This comes in a mix of a stable pool of income-generating assets, in combination with asset rotation and the acquisi- tion of potential (re-)development opportunities to provide potential growth. This implies a cautious risk appetite. Risk category Description of risk Mitigating measure Assessment Impact Probability Quality of employees Executive responsible: CEO An active real estate company relies on highly skilled employees to execute its strategic objectives. The risk is that NSI is unable to attract and retain talent (in particular key personnel) to further the business, due to the business strategy or wider reputation of NSI, but also due to shortages of quali ed employees. A high employee satisfaction level and a good mental health of employees is key to the durable success of NSI. NSI recognises recruiting and retaining the right employees is of the utmost importance. Management constantly evaluates the level and composition of staff in light of its strategy and execu- tion thereof and takes action if / when needed. NSI encourages employees to invest in themselves, offering both in-house and external training programs, providing regular feedback on performance, and offering competitive levels of remuneration. On a regular basis, NSI performs an employee satis- faction survey to obtain insight on how employees experience the working environment and culture. Based on the outcomes, actions for improvement are identi ed and rolled-out. NSI recognises that a healthy work-life balance and having a meaningful role is the basis to having happy and productive employees. NSI recognises that selective work from home can contribute to this. Above average Above average Execution development projects Executive responsible: CEO This is the risk that NSI may not be able to success- fully turn the development plans into pro table, attractive investment assets on completion related to factors like project management, stakeholder management, timing of activities, unidenti ed issues and / or inappropriate product and service offering to meet evolving occupier needs (including sustaina- bility expectations and requirements). This may result in weak leasing performance, reduced or delayed property returns and below target asset values at completion. NSI has established an internal development depart- ment to ensure adequate project development skills, know-how and experiences. Before any (re-)development project is started, all potential project risks are identi ed and assessed and - where possible - quanti ed in a risk budget. This risk assessment is periodically updated at the end of each project phase. External advisors / specialists are consulted as part of this risk assessment. When the return prospect of a project meets the internal hurdle rate, taking into account all costs (including a risk provision) and planning timelines, a project will receive approval for proceeding to the next phase. NSI could also decide to pause or to terminate a project before construction start based on the risk assessment. For each phase, NSI is evaluating whether the plan- ning has to be adjusted and what the consequences may be on quality, timing, execution and pro tability of the project. During construction, NSI will use an external party for construction management to monitor timing, quality and costs of the development project against the planning. Finally, NSI regularly reviews the medium and long term development pipeline and prioritises planning and execution of potential projects based on poten- tial pro tability, complexity and current market circumstances. Above average Below average Supply chain and project sourcing Executive responsible: CEO During execution of development and maintenance activities, unexpected circumstances in the supply chain may occur like scarcity of materials, lack of resources (e.g. labour, advisors and contractors) and increasing market prices. Supply chain disruption may also result in the default of nancially weaker (sub)contractors. This may have a negative consequence in terms of timing and pro tability of these activities. External advisors / specialists are regularly consulted to monitor (changing) market conditions. The nancial standing and quality of references of contractors and subcontractors is reviewed prior to awarding contract(s). Within reason NSI aims to build in suf cient margin to absorb possible price changes or delays in projects or maintenance. Above average Below average 41 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Risk category Description of risk Mitigating measure Assessment Impact Probability Maintenance Executive responsible: CEO Real estate requires regular maintenance and needs to be kept up to modern standards to remain attrac- tive for potential tenants or buyers. Potentially there is a trade-off between delaying maintenance to drive short term pro ts and long term value creation at a short term cost to results, with the risk that necessary maintenance is delayed. NSI prepares a multi-year maintenance planning for all assets. This is based on the input of tenants, suppliers, inspections (by third parties) and NSI's own technical department, taking into account NSI’s sustainability ambitions. A minimum precondition is that all properties have to comply with all prevailing laws and regulations. NSI complies with the minimum C-label EPC requirement as per January 2023. NSI is using suppliers with a good reputation in order to safeguard the quality and reliability of the building works. Below average Below average Tenant satisfaction Executive responsible: CEO The risk that rental income is impacted as a result of tenants not extending their contracts upon expiry, or by not signing leases to begin with, as a result of a low tenant satisfaction score that is widely acknowledged in the industry, increasing the vacancy ratio. To mitigate vacancy risk, NSI pursues a multi-tenant strategy, aiming for long term contracts and a staggering of lease maturities to reduce vacancy risk. NSI is actively engaging with its customers and timely anticipates maturing lease contracts, whilst regularly moni- toring tenant satisfaction. NSI is investing in its assets and its services in order to attract, retain and satisfy clients. When tenants do not renew their lease contract, NSI aims to have exit interviews to get valuable insights in the reasons why tenants are leaving. Below average Below average Data integrity and cyber security Executive responsible: CFO Professionally managing and controlling risks associ- ated with the continuity, availability, functioning and security (including compliance with prevailing privacy legislation) of the internal and external IT infrastructure and applications is of vital importance to NSI. The implication of not fully controlling IT risks (such as disruptions due to cybercrime) is that systems supporting the primary business processes may not be available and lead to the loss of relevant information or unauthorised access to information by third parties, with damage to reputation and image as a consequence. One consequence is that NSI may not be able to report inter- nally or externally in a timely or correct way, which may have a negative impact on the decision-making process. NSI focuses extensively on the security, continuity, quality, and availability of its information systems and data whereby it is advised by external parties. In the unlikely event of a calamity, there are proce- dures in place outlining regularly tested fallback and recovery scenarios, minimising the impact of disrup- tion on the organisation. Business continuity and security are further supported by all core applications being cloud based. Below average Above average Calamities Executive responsible: CEO The risk of a calamity giving rise to extensive damage to one or more properties or to personal injury of people in the property, resulting in the potential loss of rental income, a lower direct and indirect result, and claims and legal proceedings by tenants. Reputational damage is also a risk. I nternal processes and procedures have been set up by NSI which are rstly aimed at preventing calamities. Regular checks of the processes and procedures by internal and external experts ensure constant improve- ment and reducing the probability of calamities. Fire protection and access / security procedures are in place in all of our properties. Furthermore NSI is insured against damage to its real estate, liability and loss of rent during periods of recon- struction and rental lease terms common in the industry. Coverage against terrorism, oods and earthquakes is limited due to current market practice. The cover of risks is compared against the premium cost on an annual basis. Local insurance policies on a property are covered by an overall uniform umbrella insurance policy. Below average Low Pandemic diseases Executive responsible: CEO Pandemic diseases, such as the Covid-19 outbreak, could lead to economic recession and affects both people and assets. This risk can threaten the safe operation of NSI’s proper- ties, cause disruption of business activities and impact the well-being of our tenants as well as our staff. This may negatively impact the demand for of ce space, or the ability of our tenants to meet their rental obligations and may also result in a delay in the execu- tion of development projects. As such the risk can have a material adverse effect on our earnings, cash ow and nancial condition. We seek to obtain the best possible information to enable us to assess the impact of such threats and risks. We conduct assessments for all our properties and activities, and implement appropriate measures to avoid, detect and respond to such risks. Below average Below average 42 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Compliance risk Appetite NSI strives to fully comply with laws and regulations, meaning the risk appetite is averse. Risk category Description of risk Mitigating measure Assessment Impact Probability Integrity code and rules Executive responsible: CEO Unethical behaviour and breaches of applicable legislation and regulations, both by NSI staff as well as in NSI's supply chain, could result in reputational damage, claims and legal proceedings, leading to higher costs and a lower result. NSI has a general Code of Conduct and related regu- lations in place. NSI complies with the Dutch Corpo- rate Governance Code and the Financial Supervision Act (Wet op het nancieel toezicht). The Internal codes are updated regularly in line with new legislation or other relevant changes in the market place. All employees are regularly trained in the applicable rules, including the Code of Conduct, the Compliance Code, the regulations applying to the Management Board and the regulations applying to the Supervisory Board and its committees. Procedures have been set up to ensure compliance, including signing an attestation by all employees on an annual basis. Below average Low Fraudulent transactions Executive responsible: CEO The risk of NSI doing business with parties that are found not to operate in good faith, are fraudulent or have a bad reputation. It also concerns the risk of our employees being part of a fraudulent transaction. Both can have a negative impact on the results and reputation of NSI. NSI only wishes to do business with parties of good standing and reputation. A KYC check is a xed element in the due diligence process for acquisitions and divestments, as well as for new lease contracts, new suppliers or for entering new partnerships. NSI has a Code of Conduct, which periodically has to be signed by each individual employee. Further- more, NSI has a whistle-blowers' policy to enable employees to report any activity that he / she considers dishonest or illegal. High Low Sustainability and health and safety legislation Executive responsible: CEO The risk that the portfolio does not comply with prevailing laws and regulations in the eld of Sustainability and Health and Safety. This could result in a situation in which properties can no longer be used (occupied) and/or nes are imposed resulting in a negative impact on the value and marketability of the real estate properties. It could also result in reputational damage. NSI is continuously checking the status of its current property portfolio with respect to (new) codes and rules in the eld of Sustainability and Health and Safety. In the case of new acquisitions or developments, the due diligence process also includes an assessment of whether the asset complies with all the relevant codes and rules. NSI includes a standard provision in its lease contracts that tenants must obtain owner’s approval before embarking on internal renovations (so that NSI can assess if the plans allow it to meet its own obligations such as re safety). Lease contracts also stipulate that the tenant is responsible for any conse- quences as a result of these renovation works. Above average Below average Governance Executive responsible: CEO In 2024, First Sponsor Group Limited has attained a signi cant shareholding in NSI (> 15%) and its CEO has been appointed to the Supervisory Board of NSI. There is a risk of potential con ict of interest with an SB member who is simultaneously CEO of a direct competitor. Also, there is a risk that FS – through its SB position - gains access to con dential information of NSI and uses this information to gain a competitive advantage over NSI in a bid for an acquisition or a leasing transaction. To manage and prevent negative consequences for the company due to potential con icts of interest, First Sponsor and NSI have entered into a relation- ship agreement to clarify how it will cooperate to serve the interest of all stakeholders. Above average Below average 43 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Financial risk Appetite NSI has a conservative nancial policy, meaning the risk appetite is minimal. Risk category Description of risk Mitigating measure Assessment Impact Probability Reporting Executive responsible: CFO The reporting risk relates to the impact of incor- rect, incomplete or untimely available information (internal and external), amongst others caused by constantly evolving requirement and legislation, which may impact decision making or lead to repu- tational damage and potential claims due to late or misleading statements to stakeholders. NSI prepares and monitors a budget, investment budget and liquidity forecast, all of which are compared and updated with actual results on a quar- terly basis. Reports are reviewed by management, as well as by nance and operational teams. Systems have been devised in such a way that checks can be performed on the data to safeguard the consistency and reliability of information. The half-year results are assessed by an external auditor prior and the full annual accounts are audited by the independent auditor. NSI employees regularly attend courses and meetings to be informed of all relevant laws and regulations so that all information produced by NSI complies with prevailing laws and regulations. Low Below average Liquidity Executive responsible: CFO Debt nancing carries re nancing risks. The risk is that there is insuf cient liquidity in place to meet the company’s obligations at the moment of interest payment or repayment, meaning that the company suffers reputational damage or is subject to potential additional nancing costs, which may lead to a lower direct result. In the worst case, such a situation may lead to the default of one or more loans, or bank- ruptcy of the company. Risks related to not meeting nancial covenants applicable to the various debt arrangements. The risk is also a lack of (re) nancing availability due to increased ESG-requirements as a condition for providing funding by our nancing partners, which NSI may not be able to meet. Furthermore the limited depth of the local Dutch nan- cial industry in terms of number of actors in connection with NSI's own relatively small size potentially limits the possibility to attract new unsecured funding. To limit liquidity risk, NSI has a strategy to diversify its external nancing in terms of loan types, types of lenders, the maturity pro le of its loans and repayment dates. NSI also has access to a exible revolving credit facility (under which penalty-free redemption and drawdown of funds to agreed amounts are permitted). NSI addresses upcoming (re) nancing maturities timely in order to decrease the risk associated with (re) nancing and maintains a good and transparent working relationship with its nanciers. NSI prepares a liquidity forecast at least on a quar- terly basis, in which it performs stress tests and uses scenario analyses to closely monitor its performance and nancial indicators in relation to its nancial and non- nancial covenants and reports on this by means of compliance certi cates. In extreme cases addi- tional equity may be issued to deal with impending liquidity issues. Above average Above average Interest rate volatility Executive responsible: CFO I nterest rate risks result from uctuations in market interest rates. These uctuations could potentially affect the interest expense in its nancial reports and the market value of its derivative nancial instruments. NSI, as a long term investor in real estate, is aiming to secure debt nancing on similarly long maturities. NSI is using hedging instruments to manage the interest rate risks on variable rate debt. NSI does not intend to speculate on interest rates. Above average Above average Credit and counterparty Executive responsible: CFO Credit/counterparty risk exists when parties which have a debt to NSI are unable to meet their obliga- tions to the company. In general, the risk is mitigated by the fact that NSI has a large number of tenants throughout a variety of sectors. For every tenant NSI performs a creditworthiness check before entering into a lease. NSI is pro-ac- tively monitoring its current tenant roster based on external information, on a regular basis, to assess whether changing circumstances have an impact on the overall tenant risk pro le. NSI is pro-actively managing its debtor outstanding balances. In the case of nancial counterparty risk, NSI only works with reputable nancial institutions for its funding and hedging. In the case of suppliers a credit check is done in advance and furthermore NSI only works with repu- table partners. Low Below average 44 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Tax Executive responsible: CFO NSI has the status of a Dutch REIT (known in The Netherlands as an FBI) in accordance with section 28 of the Dutch Corporate Income Tax Act 1969 (Wet op de Vennootschapsbelasting 1969). This means that NSI is subject to corporate income tax at a rate of 0%, provided that certain conditions are met. In January 2025 legislation will come into effect that an FBI can no longer directly invest in real estate. As a result, as of 2025, NSI will have to hold all its real estate in subsidiary entities that are subject to normal corporate income tax. The FBI status remains conditional to speci cs of regulations and dependent on NSI continuing to ful l all neces- sary requirements. In 2019 section 2.9a of the Dutch Corporate Income Tax Act 1969 was updated to include a generic limitation on the deductibility of interest cost for tax purposes. Since January 2022 interest cost can only be deducted up to the higher of 20% of adjusted pro t, or EUR1m. Many of NSI NV’s subsidiary entities which are subject to normal corporate income tax are impacted by this ‘earnings stripping’ measure. A material change in the tax legislation could have a signi cant adverse effect on NSI, its results or nan- cial position. In 2023 NSI restructured its activities in antici- pation of the upcoming 2025 legislation change, introducing both a transfer pricing framework and an intercompany nancing framework. As a result, NSI NV already started paying tax at an effective rate of 3-5% in 2023 and again in 2024, yet a € 38m deferred tax asset was accounted for because of this restructuring. This deferred tax asset is a signi cant positive to the business in the long term. Further changes on the legislative front by the Dutch government in 2025 or later cannot be excluded. Legislative changes relate to ‘anti-fragmentation’ with respect to the ‘earnings stripping’ measure. NSI follows the ongoing debate intensely and will act, when necessary, in the best interest of its stakeholders. Above average High Risk category Description of risk Mitigating measure Assessment Impact Probability IFRS Accounting Standards In accordance with European and Dutch laws and regulations NSI has prepared its nancial statements for the 2024 nan- cial year based on IFRS Accounting Standards as adopted in the European Union. The IFRS result after tax includes unreal- ised movements in the value of real estate as well as changes in the fair value of derivatives. NSI has decided to continue to report both its direct and indirect investment results in addition to its IFRS result as it believes that these gures provide an important distinction. In the view of the Management Board the direct investment result is relevant information for investors and shareholders which provides a better insight into structural, underlying results than the IFRS result which also includes unrealised movements. Furthermore, NSI reports gures and indicators based on the guidelines published by the European Public Listed Real Estate Association (EPRA). These results are included in the overview that is not a part of the IFRS state- ments. Management statement The effectiveness and functioning of the internal risk management and control systems are discussed each year with the Audit Committee and the Supervisory Board. Taking into account the aforementioned risks and the measures designed to manage them, and in accordance with the best practice provision I.4.3. of the Dutch Corporate Governance Code, the Executive Board declares that to the best of its knowledge: • the report provides suf cient insights in the effectiveness of the internal risk management and control systems and into any fail- ings thereof; • the aforementioned systems provide reasonable assurance that the nancial reporting does not contain any material inaccuracies; • based on the current state of affairs, it is justi ed that the nan- cial reporting is prepared on a going concern basis; and • the section on risk management in the report states those mate- rial risks and uncertainties that are relevant to the expectation of the company’s continuity for the period of twelve months after the preparation of the report.” With reference to Section 5.25c(2c) of the Financial Supervision Act (Wft), the Management Board declares that to the best of its knowledge: • the nancial statements give a true and fair view of the assets, liabilities, nancial position and pro t of NSI and the companies included in the consolidation; • the management report gives a true and fair view of the situation on 31 December 2024, the state of affairs at NSI and its af liated companies during 2024, the details of which are presented in the nancial statements, and that the management report describes the fundamental risks facing the company. 45 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Other matters Information speci ed in Article 10 section 1 a - k of the EU Takeover Directive EU Directive 2004/25/EC of 21 April 2004 (Takeover Directive) requires that companies the securities of which are admitted to trading on a regulated market publish detailed information in their annual report about the matters listed in paragraph 1 of Article 10 of the Directive. The following section contains this information about NSI. a Capital structure, classes of shares, rights and obligations attached to shares The authorised capital of the company is EUR 99,568,556.46 and is divided into 27,056,673 ordinary shares, each with a nominal value of EUR 3.68). At 31 December 2024, 20,155,221 shares were issued and fully paid up. Of these shares, 1,034,629 have been repurchased by the company during 2024, and which are held by the company as treasury shares per year-end 2024. The capital does not include securities which are not admitted to trading on a regulated market in a Member State. Classes of shares There are no different classes of shares. All shares have equal entitlement to the company’s pro t and reserves. Sharehold- ers have the right to cast one vote for each ordinary share held. The treasury shares have no voting rights, nor any entitlement to dividend distributions. Rights attached to shares The rights vested in the shares are laid down in the Compa- ny’s Articles of Association, which may be inspected on NSI’s website. All shareholders shall be authorised – either in person or through a person with a written proxy – to attend the General Meeting, speak at the meeting and vote at the meeting. This does not apply to treasury shares held by NSI. Shareholders who individually or jointly represent at least three percent (3%) of the company’s issued share capital may request that items be added to the agenda of the General Meeting of Shareholders. Such a request is granted if it is received in writing at least 60 days before the meeting, stating the reasons for said request. Obligations attached to shares Unless the provisions of article 2:80 of the Dutch Civil Code apply, the nominal amount shall be paid on a share when sub- scribing for that share, as well as the difference between the nominal amount and a higher amount if the share is subscribed for that higher amount. Payments on shares must be made in cash unless an alterna- tive contribution has been agreed upon. Payments in another currency than in which the nominal value of the shares is denominated can only be made upon approval by the company. b Restrictions on the transfer of shares NSI has not placed any restrictions on the transfer of its shares. c Signi cant shareholdings Noti cations pursuant to the Dutch Disclosure of Major Hold- ings and Capital Interests in Securities-Issuing Institutions Act were received from holders of ordinary shares representing more than 3% of the company’s capital. According to the most recent noti cations, these interests were as follows: 31 December 2024 31 December 2023 First Sponsor Group Limited 22.0% <3.0% Compass Asset Management SA 5.1% <3.0% NSI N.V. (Treasury shares) 5.0% 0.0% BlackRock, Inc. 3.0% 5.8% d Securities with special control rights No securities with special control rights have been issued. e The system of control of employee share schemes There is no employee share scheme granting rights to employees to acquire shares in the company or any of its subsidiaries. f Restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the nancial rights attaching to securities are separated from the holding of securities Shareholders may cast their votes in person or by proxy. All resolutions of the General Meeting of Shareholders are passed with an absolute majority of the votes cast, unless a larger majority is required by law or under the Articles of Association. Deadlines for attending and exercising voting rights in General Meetings of Shareholders Shareholders – and those deriving their right to attend or to attend and vote from shares for other reasons – shall notify the Management Board of their intention to attend no later than the date stated in the notice convening the meeting and in the manner stated in that notice in order to be allowed to attend the General Meeting and (to the extent that they have a vote) to be allowed to participate in voting. The notice convening the meeting shall state the date by which the Management Board must have received the noti - cation and the manner in which this noti cation must be given; this date may not be earlier than on the seventh day before the day of the General Meeting. NSI does not cooperate with the issuance of depositary receipts for its shares. 46 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction g Shareholder agreements resulting in transfer or voting restrictions The company is not aware of any agreements between share- holders that may result in restrictions on the transfer of shares or restrictions on the exercise of voting rights within the meaning of Directive2001/34/EC. h The rules governing the appointment and replacement of board members and the amendment of the articles of association; Appointment and replacement of management board members The company is managed by a Management Board consisting of two members. The General Meeting shall appoint and dismiss the members of the Management Board. Each member of the Management Board will be appointed for a term of not more than four (4) years, and shall be eligible for re-election. The General Meeting may suspend or dismiss a member of the Management Board at any time, providing the resolution to that effect is passed with a majority of at least two thirds of the votes cast that also represents more than half of the issued capital. The Supervisory Board shall be authorised to suspend any member of the Management Board at any time. Appointment and replacement of Supervisory Board members The members of the Supervisory Board shall be appointed by the General Meeting. A Supervisory Board member is appointed for a period of four years and may then be reappointed once for another four-year period. The Supervisory Board member may then be reappointed again for a period of two years, which appointment may be extended by at most two years. At the General Meeting only candidates whose names are stat- ed on the agenda of the meeting can be voted on for appoint- ment as member of the Supervisory Board. Each member of the Supervisory Board can at all times be suspended or removed from of ce by the General Meeting. A resolution to suspend or remove a member of the Supervi- sory Board requires a majority of two thirds of the votes cast, representing more than one half of the issued capital of the company. Amendment of the Articles of Association If a proposal to amend the Articles of Association is put to the General Meeting, that proposal shall always be stated in the notice convening the General Meeting. The shareholders shall be given the opportunity to obtain a copy of the proposal, from the day when the proposal is led at the company’s of ces until the day of the General Meeting. These copies shall be provided free of charge. A resolution to amend the Articles of Association may only be passed by a simple majority of the votes cast at a General Meeting. i The powers of board members, and in particular the power to issue or buy back shares The Management Board is tasked with managing the company, in accordance with the law and the articles of association which may require the Management Board to obtain prior approval of the general meeting or of the Supervisory Board before making a decision or perform legal actions. The Management Board shall represent the company, unless Dutch law provides otherwise. Issuing of shares in general Shares can only be issued pursuant to a resolution of the General Meeting if the General Meeting has not designated this authority to another corporate body of the company for a period not exceeding ve years. Unless otherwise decided, the designation cannot be revoked. The designation may be ex- tended from time to time, for periods not exceeding ve years. A resolution of the General Meeting to issue shares or to des- ignate another corporate body of the company authorised to do so can only take place at the proposal of the Management Board and after prior approval of the Supervisory Board. The resolution to issue shares shall stipulate the price and further conditions of the issue of the relevant shares. Upon the issue of shares, each holder of shares shall have a preferential right to subscribe for shares being issued in proportion to the aggregate nominal amount of his existing shares, unless such right is withheld by mandatory provisions of the law. The preferential right can be limited or excluded by the General Meeting subject to the formalities prescribed by law or by the corporate body of the company authorised to issue shares if it has been given this authority. Buyback of shares in general The company may acquire shares in its own share capital for no consideration. The company may also acquire shares in its own share capital for valuable consideration if and in so far as: a its shareholders equity less the purchase price for these shares is not less than the aggregate amount of the paid up and called up capital and the reserves which must be main- tained pursuant to the law; b the aggregate par value of the shares in its capital which the company acquires, already holds or on which it holds a right of pledge, or which are held by a subsidiary company, amounts to no more than one-tenth of the aggregate par value of the issued share capital; and c the General Meeting has authorised the Management Board to acquire such shares, which authorization may be given for no more than eighteen months on each occasion. Any acquisition by the company of partly paid-up shares in its own capital or depositary receipts for those shares shall be null and void, notwithstanding the provisions of article 2:98 paragraph 6 of the Dutch Civil Code. 47 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Powers of board members, to issue or buy back shares In the General Meeting of Shareholders of 19 April 2024 the Management Board was authorised to: • issue ordinary shares including the granting of rights to acquire ordinary shares after having obtained approval from the Supervisory Board limited to a maximum of 10% of the outstanding number of shares on the date of issue. This authorisation was limited to a period of 18 months, which period can be extended at a meeting of shareholders at the request of the Management Board and Supervisory Board. The Management Board was also designated as the body authorised to limit or exclude the pre-emptive rights that take effect upon the issue of ordinary shares or granting of rights to acquire ordinary shares (after having obtained approval to do so from the Supervisory Board). • buy back the company’s own shares on the stock market or otherwise, up to a maximum of 10% of the outstanding num- ber of shares, on condition that the company may not hold more than 10% of the issued capital (after having obtained approval for this from the Supervisory Board). Ordinary shares can be acquired for a price that lies between the nominal value of a share and 10% above the average closing price of the share calculated over ve trading days prior to the day of purchase. This authorisation was limited to a period of 18 months, which period can be extended at a meeting of shareholders at the request of the Management Board and Supervisory Board. j Change of control agreements The agreements that NSI has with its nanciers include the provision that in the event of a change in the control of NSI, the nanciers have the possibility of demanding that the loans be redeemed early. This could for instance come into effect after a successful public offer for the NSI shares. k Agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid The board agreements with members of the Management Board contain speci c provisions regarding bene ts upon termination of those agreements. Severance arrangements are limited to one year’s base fee. No severance payment will be made if the agreement is terminated early on the initiative of the Management Board member or in the case of serious imputable or negligent behavior. The draft 2025 Remuneration Policy - which will be put up for voting in the 17 Apil 2025 AGM - contains a change of control clause, which provides for immediate vesting at 100% (i.e. “at target”, irrespective of the actual performance) and lifting of the holding period, to enable the Members of the Management Board to dispose of their shares in the situation of a change of control. The immediate vesting at 100% will be pro rata for the time passed in the plan during the vesting period of three years (i.e. 1/3 in year one, 2/3 in year two, full in year three). This change of control clause applies irrespective of whether or not the employment ceases and if it ceases whether or not it ceases because of a takeover bid. The Company has made no other agreements with members of the Management Board or employees that provide for remu- neration upon termination of employment resulting from a public bid within the meaning of Article 5:70 of the Financial Supervision Act. Amsterdam, 6 March 2025 The Management Board Bernd Stahli, CEO Elke Snijder, CFO 48 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 49 NSI Annual report 2024 Governance Corporate governance 50 Details management board 54 Report of the supervisory board 55 Details of the supervisory board 60 Content Management board report Governance Financial statements Supplementary informationOther informationIntroduction Corporate governance Introduction In this section NSI sets out a broad outline of the company’s corporate governance and publishes detailed information about the matters speci ed in Article 10 section 1 a- k of the EU Takeover Directive. Corporate Governance Code As a public limited liability company in the Netherlands, NSI is subject to the Dutch Corporate Governance Code. The current Code was published on December 20 th , 2022. A detailed overview of the manner in which NSI complies with the provisions of the Dutch Corporate Governance Code and an explanation why or where NSI derogates from best practice provisions is published on the company website. NSI complies with all best practice provisions of the Dutch Corporate Governance Code, apart from best practice provision 1.3.1. The following section gives a broad outline of the company’s corporate governance following the principles stated in the Dutch Corporate Governance Code. Outline of NSI’s corporate governance NSI N.V. is a Dutch public limited liability company listed on Euronext Amsterdam and has its registered seat in Amsterdam, the Netherlands. NSI has a two-tier structure, with a Management Board and a non-executive Supervisory Board. The company’s highest authority is the General Meeting of Shareholders which is held at least once a year. 1. Sustainable long-term Value Creation 1.1 Introduction The management board is responsible for the continuity of the company and its af liated enterprise and for sustainable long- term value creation by the company and its af liated enter- prise. The management board takes into account the impact the actions of the company and its af liated enterprise have on people and the environment and to that end weighs the stake- holder interests that are relevant in this context. The supervi- sory board monitors the management board in this regard. In the management board report, the management board gives a more detailed explanation of its view on sustainable long-term value creation and the strategy for its realisation, as well as describing which contributions were made to sustainable long- term value creation in the past nancial year. 1.2 Risk management The company has adequate internal risk management and control systems in place which are described in more detail in the chapter Risk management and control. The Management Board is responsible for complying with relevant laws and regulations, for identifying and managing the risks associated with the company’s strategy and activities and for nancing the company. The Management Board reports to the Supervisory Board and the General meeting of Shareholders. 1.3 Internal audit function The task of the internal audit function is to assess the design and the operation of the internal risk management and control systems. The management board is responsible for the internal audit function. The supervisory board oversees the internal audit function and maintains regular contact with the persons ful lling this function. NSI has a comprehensive Internal Audit program and yearly executes several Internal Audits that are conducted by BDO accountants and reported to and discussed with the Audit committee. As is the case with many small, listed companies in the Netherlands, NSI has no separate department for the internal auditor function as speci ed in best practice provision 1.3.1. The Supervisory Board assesses annually whether the alternative set up and measures that have been taken by the Company are adequate, partly on the basis of a recommendation issued by the audit committee and considers whether it is neces- sary to establish an internal audit department and includes the conclusions, along with any resulting recommendations and alternative measures, in the report of the Supervisory Board. 1.4 Risk management accountability The management board discusses the effectiveness of the design and operation of the internal risk management and control systems with the Audit committee and renders account of this to the Supervisory Board. 1.5 Role of the Supervisory Board The primary duty of the Supervisory Board is to supervise the policies carried out by the management board and the general affairs of the company and its af liated enterprise, as well as to advise the Management Board. In the performance of its duties, the Supervisory Board focuses on the interests of the company and its af liated enterprise and on the effec- tiveness of the company’s internal risk management and control systems and the integrity and quality of the nancial reporting. 1.6 Appointment and assessment of the functioning of the external auditor The external auditor is appointed by the General Meeting of Shareholders and attends the meeting of the Supervisory Board at which the nancial statements are discussed and adopted in the presence of the Management Board. With respect to the nancial year 2024, NSI publishes audited annual gures and reviewed semi-annual gures. NSI publishes a trading update for the rst and third quarters, neither of which is reviewed or audited by the external auditor. PricewaterhouseCoopers Accountants N.V. was appointed as NSI’s external auditor in 2016. 1.7 Performance of the external auditor’s work The audit committee and the external auditor discuss the audit plan and the ndings of the external auditor based on the 50 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction work the external auditor has undertaken. The Management Board and the Supervisory Board maintain regular contact with the external auditor. 2. Effective Management and Supervision 2.0 Policy on Diversity & Inclusion(D&I) The company has a D&I policy for the enterprise. The D&I policy sets targets in order to achieve a good balance in gender diver- sity and the other D&I aspects of relevance to the company with regard to the composition of the management board, the supervi sory board, and senior management. For the degree of diversity in gender and gender identity in the Management Board, NSI applies a target of 50%. The target is that at least 50% of the Management Board consists of women or persons who identify themselves as women in terms of gender and that at least 50% of the Management Board consists of men or persons who identify themselves as men in terms of gender. This target is based on the current target size of the Executive Board of two people. In the event of a vacancy in the Management Board, when the Management Board consists of one person, the target gure does not apply. From January 1, 2024, to April 30, 2024, there was a vacancy in the CFO position, during which time the Management Board consisted of one person and the target gure did not apply. As of May 1, 2024, the Management Board comprises of 50% male and 50% female members. For the degree of diversity in gender and gender identity in the Supervisory Board, NSI applies a target of 33.3%, in accord- ance with Paragraph 2:142b Dutch Civil Code. The target is that at least 33.3% of the Supervisory Board consists of women or persons who identify themselves as women in terms of gender and that at least 33.3% of the Supervisory Board consists of men or persons who identify themselves as men in terms of gender. As per 31st December 2024, the Supervisory Board is comprised of 40% female and 60% male members. For the degree of diversity in gender and gender identity in Senior Management, NSI applies a target of 25%. The target is that at least 25% of Senior Management consists of women or persons who identify themselves as women in terms of gender and that at least 25% of Senior Management consists of men or persons who identify themselves as men in terms of gender. As per 31 st December 2024, Senior management was 33.3% female and 66.6% male. 2.1 Management Board Composition, size and division of duties The Management Board consists of two directors: a CEO and a CFO. Directors are appointed by the General Meeting. The procedure for appointment and reappointment is speci ed in section (h) below. The division of duties within the Management Board as well as the Board’s operating procedures are set out in the Articles of Association and the Management Board regulations which are made available on the company’s website. The functioning of the Management Board as a collective and the functioning of individual members is evaluated yearly. 2.2 Supervisory Board Composition and size In accordance with the company’s Articles of Association, the Supervisory Board consists of at least three members. Members are appointed by the General Meeting of Share- holders. The Supervisory Board currently comprises ve members. The procedure for appointment and reappointment is speci ed in section (h) below. The pro le of the Supervisory Board speci es the size, diver- sity and independence of the board and the desired expertise and background of the Supervisory Board members and which competencies should be represented in the Board. The pro le is published on the company’s website. The Supervisory Board strives to achieve a situation in which the experience and expertise of its members are appropriate in relation to the strategy and business activities of NSI, and cover speci c areas of expertise, like nancial management, sustainability and IT. The experience and expertise of the individual Super- visory Board members is detailed on pages 60 and 61 of this annual report. Pursuant to Paragraphs 3.2 and 3.5 of the Relationship Agree- ment between First Sponsor Group and NSI FS may propose a person to be nominated to the AGM for appointment as member of the Supervisory Board, which proposal shall then be assessed by the NSI Supervisory Board on the basis of the pro le of the Supervisory Board, the pertaining diversity requirements and other considerations following from appli- cable laws and regulations, including Dutch (corporate) law, the Dutch Corporate Governance Code, and NSI's policies The Supervisory Board is composed in such a way that its members can operate independently and critically with regard to each other, the Management Board and any inter- ests involved. As a group, the Supervisory Board is currently independent within the meaning of best practice provisions 2.1.7 and 2.1.8 of the Dutch Corporate Governance Code. One member of the Supervisory Board is a Board Member with a company holding more than 10% of the shares of NSI (actual 22%). With this composition, the majority of the Supervisory Board is independent (compliance with provision 2.1.7ii) and of the shareholder holding more than 10% of the shares, one board member is part of the Supervisory Board (compliance with provision 2.1.7iii). 2.3 Supervisory Board organisation and division of duties The division of duties within the Supervisory Board as well as its operating procedures are laid down in the company’s Articles of Association and the Supervisory Board regulations, both of which are made available on the company’s website. In addition, the dynamics with the dependant Supervisory 51 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Board member have been further agreed upon in a relation- ship agreement. This agreement is available on the website. The Supervisory Board has appointed an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from within its ranks. The regulations of these committees are also available on the website. Pursuant to Paragraph 3.3 of the Relationship Agreement, for as long as the FS Supervisory Board Member is in of ce, FS shall have the right to appoint an observer to the Supervisory Board (the "Observer"). FS may at its discretion and at all times dismiss the Observer. The Observer may join and participate in Supervisory Board meetings, and any meetings of NSI Super- visory Board committee(s) on which the FS SB Member serves, if the FS Supervisory Board Member is unable to attend such meeting (excluding, for the avoidance of doubt, where the FS Supervisory Board Member is excluded from participating in the Supervisory Board or Supervisory Board committee deliberation and decision-making, for instance as a result of a con ict of interests). The Chairperson of the Supervisory Board may at his discretion invite the Observer to be present for Supervisory Board meetings even in the presence of the FS Supervisory Board Member. The Observer does not have any voting or other governance rights. 2.4 Decision-making and functioning In its monitoring, the Supervisory Board focuses on the strategy for realizing sustainable long-term value creation which has been established for this purpose, as well as on the targets derived from this strategy. The Supervisory Board also monitors the process of acquiring, divesting, and investing in real estate, the nancial reporting process, and compliance with laws and regulations. The Supervisory Board monitors the internal control structure and procedures and the assessment of the risks faced by the company and its subsidiaries. During 2024, the systems and procedures functioned in accordance with their intended purpose and there were no issues that raised doubt as to whether the internal control structure and procedures func- tioned adequately.The Supervisory Board reports to the General meeting of Shareholders. The functioning of the Supervisory Board as a collective and the functioning of the individual members is evaluated yearly. 2.5 Culture NSI has a mature, open culture that encourages employees to speak up. The culture is aimed at sustainable long-term value creation for the company and its af liated enterprise. The NSI Code of Conduct outlines the core values, the main integrity risks NSI may encounter in its business and the way it wishes to deal with these risks. The Code of conduct is published on the company’s website and signed by all employees on a yearly basis. 2.6 Compliance The Code of Conduct contains a procedure for reporting actual or suspicion of misconduct or irregularities. The Management Board monitors the effectiveness and compliance with the Code and reports about this regularly in the Audit Committee. 2.7 Preventing confl icts of interest In accordance with its regulations, the Supervisory Board is responsible for decision-making in dealing with existing or potential con icts of interest between Management Board members, Supervisory Board members and the external auditor, on the one hand; and the company, on the other. Under the provisions of the Dutch Financial Supervision Act (Wet op het nancieel toezicht or Wft) and EU-IFRS, the item ‘related parties’ in the annual nancial statements speci es transactions between the company and related parties, including members of the Management Board and the Supervisory Board, as well as transactions involving one or more related parties. The item also states to what extent such transactions were entered into at market conditions. No such transactions between the company and related parties took place in the 2024 nancial year. In May 2024, First Sponsor Group has attained a signi cant (>10%) shareholding in NSI. Subsequently First Sponsor and NSI have entered into a relationship agreement to agree on certain arrangements relating to the governance of NSI and to manage the relationship between NSI and FS as a share- holder of NSI, all in accordance with the laws and regulations applicable to NSI and FS as companies listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") and the Mainboard of the Singapore Exchange Securities Trading Limited ("Singapore Exchange"), respectively. First Sponsor’s Group CEO has been appointed to the Supervisory Board of NSI at the Extraordinary General Meeting of 30 September, 2024. There is a risk of potential con ict of interests with a Super- visory Board member who is simultaneously CEO of a direct competitor. For example, there is a risk that First Sponsor – through its Supervisory Board position - gains access to con - dential information of NSI and uses this information to gain a competitive advantage over NSI in a bid for an acquisition or a leasing transaction. The relationship agreement speci cally addresses these risks to manage and prevent negative conse- quences for the company due to potential con icts of interest. 3. Remuneration 3.1 Remuneration policy – Management Board The General Meeting determines the remuneration policy for the Management Board, in accordance with the relevant statutory provisions. The Supervisory Board makes a proposal to that end. The remuneration policy focusses on sustainable long-term value creation for the company and its af liated enterprise and takes into account the internal pay ratios within the enterprise. The ‘Remuneration Policy for Members of the Management Board of NSI’ is published on the website. 3.2 Determination of Management Board remuneration The Supervisory Board establishes the remuneration and other terms of service for members of the Management Board in accordance with the remuneration policy for the Management Board. 52 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 3.3 Remuneration – Supervisory Board The Supervisory Board members receive a remuneration in accordance with the ‘Remuneration Policy for Members of the Supervisory Board of NSI’ which is published on the company’s website. The General Meeting determines the remuneration policy for the Supervisory Board, in accordance with the rele- vant statutory provisions. 3.4 Accountability for implementation of remuneration policy In the remuneration report, the Supervisory Board renders account of the implementation of the remuneration policy. The report is posted on the company’s website. 4. The general meeting At least one General Meeting is held every year within six months of the end of the company’s nancial year. General Meetings of Shareholders are convened by the Management Board or the Supervisory Board. A legal term of at least 42 days applies between the convocation date of a General Meeting of Shareholders and the actual date of the meeting. The agenda of the general meeting shall list which items are up for discussion and which items are to be voted on. Listed items that are mentioned in best practice provision 4.1.3 of the Governance Code shall be dealt with as separate agenda items. The topics mentioned in article 23 section 3 of the Arti- cles of Association are discussed when applicable. Extraordinary General Meetings are held as often as the Management Board or the Supervisory Board deems neces- sary. Extraordinary General Meetings will also be held if the Management Board or the Supervisory Board is requested to that effect in writing by one or more holders of shares individ- ually or jointly representing one-tenth or more of the issued capital, specifying in detail the subjects to be discussed. The 2024 Annual General Meeting of Shareholders took place on 19 April. The agenda specifying the topics addressed by this meeting, the explanatory notes and the minutes of this meeting are published on the company’s website. Two Extraor- dinary General Meetings were held in 2024, each for the appointment of a Supervisory Board member. 53 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Details Management Board Bernd Stahli Chief Executive Officer Bernd Stahli joined NSI in September 2016 as Chief Executive Of cer. Under his leadership, NSI has formulated a new strategy, restructured the organi- sation, transacted over 100 buildings, acquired better buildings in the right locations, and made signi cant strides in sustainability and customer excellence. Bernd has extensive knowledge and experience in capital and investment markets within the national and international real estate sector. He held various positions at international nancial institutions, most recently at merchant bank van Lanschot Kempen, where he served as Managing Director of Securities – European Real Estate from 2013. His previous roles include Head of European Property Securities Research at Bank of America Merrill Lynch in London. Bernd holds a master's degree in economics from the Vrije Universiteit, Amsterdam. First appointment 1 September 2016 Current term To 31 August 2028 Elke Snijder Chief Financial Officer Elke Snijder joined NSI in May 2024 as Chief Financial O f cer. She brings extensive expertise in nance, management, and real estate. Prior to this role, she was CFO at Landal GreenParks, one of the biggest bungalow park companies in Europe. She held various management positions within ING (Real Estate), both on the business side and within Finance. Elke holds a bachelor’s degree in Business Administration from the University of California, Berkeley, a master's degree in Business Economics from the University of Groningen, and an executive master’s in Finance & Control from Nyenrode. First appointment 1 May 2024 Current term To 1 May 2028 54 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Report of the Supervisory Board Composition of the Supervisory Board Appointment and Reappointment periods First appointment End of current term End of Second term Jan Willem de Geus (chair) 25.11.2021 25.11.2025 2029 Jan Willem Dockheer (vice chair) 24.04.2020 24.04.2028 2028 Margreet Haandrikman 21.07.2017 21.07.2025 2025 Marlies Janssen 28.02.2024 28.02.2028 2032 Neo Teck Pheng 30.09.2024 30.09.2028 2032 At the start of 2024 the Supervisory Board consisted of four members. In the EGM of 28 February 2024 Mrs. Marlies Janssen was appointed as a Supervisory Board member. From 28 February until 19 April 2024, the Supervisory Board consisted of ve members. At the AGM of 19 April 2024, Mrs. Karin Koks having served two terms as a member of the Supervisory Board rotated off as a member of the Supervisory Board. The Supervisory Board is very grateful for Mrs. Koks’ support and the many contribu- tions she has made to NSI since 2016. From 19 April until 30 September 2024, the Supervisory Board consisted of four members. In the EGM of 30 September 2024, Mr. Neo Teck Pheng was appointed as a Supervisory Board member. From 30 September until 31 December 2024, the Supervisory Board consisted of ve members. On 21 July 2025, Mrs. Margreet Haandrikman will have served two terms as member of the Supervisory Board and rotate off as member of the Supervisory Board and chair of the Audit committee. The Supervisory Board intends to propose to the AGM of 17 April 2025 to appoint Ms. Petra van Hoeken as a member of the Supervisory Board. The Supervisory Board intends to subsequently appoint her as chair of the Audit committee. Independence In the opinion of the Supervisory Board, the independence requirements referred to in best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code have been ful lled. In relation to best practice provision 2.1.8.vi, it is noted that Mr. Neo is the CEO of First Sponsor Group Limited., a legal entity holding at least 10% (circa 22% at year end 2024) of the issued shares in NSI. As of the date of publication of this report, Mr. Neo held no shares in NSI. Duties The role and responsibilities of the Supervisory Board, its composition and how it carries out its duties are speci ed in the Supervisory Board regulations which are posted on the company’s website. A summary of the duties of the Supervi- sory Board can be found in the Corporate Governance section (see pages 50-53). Meetings of the Supervisory Board and attendance The Supervisory Board convened ten regular meetings and four extra meetings during the year under review. The attend- ance (rate) at these meetings and calls was as follows: Attendance during 2024 De Geus Koks Dockheer Haan- drikman Janssen Neo* Supervisory Board meetings 100% 100% 85,7% 100% 98,8% 100% Committee meetings 100% 100% 100% 100% 100% n.a. * The 2024 attendance percentages of Mrs. Koks, Mrs. Janssen and Mr. Neo were calculated on the basis of the meetings during which they were a member. Report of the activities of the Supervisory Board The Supervisory Board convened ten regular meetings. These commence with a preparatory meeting which is held without the Management Board being present, after which the members of the Management Board attend the rest of the meeting. During these regular meetings, the general state of affairs and the company’s operational performance and nan- cial position were discussed. The Supervisory Board convened four extra meetings. The extra meetings related to speci c topics such as: • The Remuneration Policy for the Management Board and the performance review of the members of the Manage- ment Board with respect to their targets for 2023 under the Short-Term and Long Term Incentives and the target setting for 2024. • The pro le of the Supervisory Board. • Discussion of a request from First Sponsor Group Limited for a seat at the Supervisory Board and of the terms for a Relationship Agreement between First Sponsor Group Limited and NSI on governance related topics. 55 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction The Supervisory Board has a good working relationship with the Management Board. The Chair of the Supervisory Board is in regular contact with the CEO and the chair of the Audit committee with the CFO. Strategy based on sustainable long-term value creation The Supervisory Board engaged on several occasions in discus- sions with the Management Board regarding the implementation and further development of the sustainable long-term value creation strategy. These discussions encompassed various aspects, such as the implementation of the business plan, the budget and targets, the ambition to reduce the actual energy intensity of all our buildings in line with the aims of the Paris agreement, customer satisfaction surveys, shareholder rela- tions, proposals for acquisitions and disposals, development projects and the main risks associated with the company and the measures taken to mitigate them. Market developments and the effects on the composition of the real estate portfolio as well as the occupancy rate were frequently discussed and assessed. Matters including the value of real estate and valuation metho- dologies, the system of internal controls and risk control proce- dures, and corporate governance also had the Supervisory Board’s constant attention. During meetings on 23 and 24 January, 16 and 17 April, 15 and 16 July and 14 and 15 October 2024, the Supervisory Board convened to monitor the implementation of the company’s strategy, to approve the quarterly, half year or full year results and (interim) dividends, and to discuss the pertaining press releases, making sure our shareholders and the broader market were adequately informed about the state of affairs and nancial position of the company and its outlook. On 20 November 2024, the Supervisory Board convened to discuss the asset business plan, and portfolio strategy and investment plan with the Management Board, with the participation of the relevant members of the Asset Management, Development and Investment Teams. In this meeting, the Management Board discussed and agreed with the Supervisory Board on plans for the investment portfolio including preferred investments in sustainability, required maintenance and options for property divest- ments. Business Plan & Budget The ve-year business plan (period 2025-2029) and the Budget for the following year (2025) were discussed in the meetings of 16 December 2024 and 23 January 2025 of the Supervisory Board. In these discussions about the strategy, the Board focussed on the implementation of the strategy and feasibility of different scenarios, the company’s operational, nancial and ESG goals and their impact on NSI’s future position in the real estate market, the company’s main risks and challenges and the interests of stakeholders and other aspects important to the company, such as sustainability and integrity. In the meeting of 23 January 2025, the Supervisory Board discussed the 2025 – 2029 business plan and approved the Budget 2025. The business plan is based on a total return and cost ef ciency approach, focusing on the “as-is” real estate portfolio, on the (re)-development of existing locations and on the implementation of the Paris aligned investment roadmap. The budget for 2025 is in accordance with this plan. Risk management, internal and external auditing Throughout 2024, the Audit Committee maintained regular contact with the external auditor, primarily during the meet- ings of the Audit Committee. In the meeting of 16 December 2024, the Audit Committee reported on the draft 2024 management letter of the external auditor and the risk and control framework of the company, in particular the analysis of the identi ed risks associated with the strategy and activities of the company, the risk appetite and the mitigating measures that have been put in place to manage the risks. In the same meeting, the audit committee reported on the functioning of, and the developments in the relationship with the external auditor. The discussion of the effectiveness of the internal risk management and control systems during the year took place on 23 January 2025. In anticipation of the legally required change of auditor per year end 2025, the Management Board and the Audit Committee have invited a number of major audit rms to submit a proposal for the audit of the nancial statements from the nancial year 2026 onwards. Their proposals were evaluated on the basis of expertise and relevant experience, projected costs and the presentations by the various teams. The Management Board and the Supervisory Board are of the opinion that KPMG Accountants N.V. is the most suitable candidate to become the new auditor of NSI. We will submit a proposal to the AGM of 17 April 2025 to appoint KPMG Accountants N.V. as auditor with effect from the nancial year 2026. Internal Audit function The Internal Audit function is established by, and positioned independently under, the Management Board. The Internal Audit function is part of the portfolio of the Chief Financial Of cer, the execution of the Internal Audit function is outsourced to a quali ed service provider. The Management Board reviews the services provided by the external service provider and appoints the external service provider after obtaining advice from the Audit Committee. The Chief Financial Of cer is the delegated principal for the Internal Audit function on behalf of the Management Board. The Internal Audit function (external service provider as executor of the Internal Audit function) has a functional (esca- lation) reporting line towards the Audit Committee. NSI has no separate department to perform the internal audit function. The Supervisory Board assesses annually whether adequate alternative measures have been taken and whether it is necessary to establish an internal audit department. 56 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction In the Supervisory Board meeting of 16 December 2024, the Audit Committee reported about the effectiveness of the internal and external audit function. In line with a recommen- dation by the Audit Committee issued in consultation with the external auditor and the Management Board, the Supervisory Board has considered that NSI has a compact organization, no activities outside the Netherlands, and operates in a very limited number of market segments. Given the fact that NSI uses external expertise to conduct internal audits based on an internal audit plan that is composed in consultation with the Audit Committee, the Supervisory Board is of the opinion that adequate alternative measures have been taken and there is therefore no need to establish an internal audit department for this purpose. In accordance with an internal audit plan approved by the Supervisory Board a number of internal audits will be conducted under the supervision of the CFO in 2025. Prior approval of decisions by the Management Board Important decisions above a certain threshold require prior approval from the Supervisory Board. During the approval process , the Supervisory Board assesses amongst others whether the proposed decision contributes to the implementation of the strategy including the ESG ambitions and criteria. In various meetings during the year, the Super- visory Board dealt with acquisition opportunities of of ces and with various development and redevelopment opportunities. Development In 2024, several Supervisory Board meetings - especially the meeting of 30 September 2024 - focussed mainly on the deve- lopment projects to allow a broader, more holistic re ection and control. “Phase”-documents prepared by the Development department were submitted for discussion and approval of the budgets by the Supervisory Board, and functioned as a basis for entering into the next phase of the speci c Development project. Share buy back The AGM of 21 April 2023 had authorised the Management Board to buy back the company’s own shares up to a maximum of 10% of the outstanding number of shares after having obtained approval from the Supervisory Board. This authori- sation was limited to a period of 18 months. On 6 March 2024, the Supervisory Board discussed and gave its approval to the share buyback programme submitted by the Management Board. The buyback programme was announced on 7 March 2024 and completed on 30 September 2024. Under the share buyback programme, a total of 1,034,629 ordinary shares were repurchased, representing 5.13% of issued shares, at an average price of EUR 19.33 for a total amount of EUR 20,000,024. Evaluation and Education On 24 January 2024, the Supervisory Board convened to discuss the functioning of the Management Board as a whole and of the individual members of the Management Board. The conclusions drawn from these evaluations were shared with the Management Board, used to assess the attainment of personal targets under the Short-Term Incentive for the CEO and (former) CFO and used as input for setting targets for the Management Board for 2024 under the Short-Term Incentive plan. On 20 July 2024, the Supervisory Board conducted an evalua- tion of its own performance, along with the functioning of the various committees of the Supervisory Board and looked into its succession planning in view of current and future vacancies and evaluated the existing and required composition, com- petencies expertise, experience and diversity of the Board as de ned in its pro le. The Supervisory Board concluded that in 2025, at the end of Mrs. Margreet Haandrikman’s second term, the Supervisory Board would need to be strengthened in the following compe- tencies: • knowledge and experience in the corporate governance of a Dutch listed company, possibly from a nancial sector back- ground; • tax and legal matters, respect for human rights and the ght against corruption and bribery. In addition, the Supervisory Board considered it desirable to strengthen the competencies: • direct investment in, operation and development of real estate in the market area in which NSI operates; • optimising service levels, customer processes and customer satisfaction in the service sector. In a number of meetings during the year, the Supervisory Board has been instructed about the application of the Corpo- rate Governance Code. During 2024, the members of the Supervisory Board further attended individual trainings in the context of their permanent education on matters such as governance, nance, and real estate. At the meeting of 16 December 2024, the Supervisory Board discussed any other positions held by the members of the Management Board and Supervisory Board. Supervisory Board committees During 2024, the Supervisory Board had three committees in place to optimise the operation of the Board: a Remuneration Committee, a Selection and Appointment Committee and an Audit Committee. Remuneration Committee During 2024, the Remuneration Committee consisted of Mr. Jan Willem Dockheer (Chair) and Mr. Jan Willem de Geus (member). The role and responsibilities of the Remuneration Committee, its composition and how it carries out its duties are speci ed in the Remuneration Committee regulations which are posted on the company's website. Performance review The Remuneration Committee met to prepare the Supervisory Board discussion of the performance of the CEO and (former) CFO with respect to their targets for 2023. 57 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction The Remuneration Committee further met to prepare the Supervisory Board discussion regarding the establishment of collective and individual targets for 2024 linked to the Short-Term Incentive plan of the members of the Management Board. The applicable performance measures were set to foster short-term results needed for sustainable value creation with respect to the most important achievement areas of the company. The targets and the performance levels were based on the business plan and budget and included a mix of nan- cial and non- nancial KPI’s including ESG related targets. The targets were aligned with the targets set for the employees and xed after scenario planning’s had been carried out to ensure a proper relation between performance and remunera- tion levels. Remuneration Policy Following the implementation of the EU SRD-2 Directive into Dutch law, companies are required to submit their remu- neration policy for a binding vote at least once every four years. The current policy was proposed to and adopted by the General Meeting of Shareholders of 24 April 2020. The Remu- neration Committee prepared a proposal for a revised 2024 Remuneration Policy. This was put forward in the 19 April 2024 AGM for approval, but failed to acquire the quali ed majority of 75% of the votes cast required by Dutch law. Following the 2024 AGM, the Remuneration Committee reached out to NSI’s larger shareholders and to large shareholders that had voted against the proposal to hear their reasons and views on management remuneration. The Remu- neration Committee had meetings with representatives of 13 shareholders to take on board their views. In addition, the Remuneration Committee conducted a bench- mark analysis of NSI’s reference group and had four meetings with the Management Board to take note of their views on the amount and structure of their own remuneration. A proposal for a revised 2025 Remuneration Policy, describing how the views of all stakeholders have been considered will be put forward in the 17 April 2025 AGM for approval. Remuneration report For a detailed overview of the Remuneration Policy and the way this has been executed in the year under review, please refer to the separate Remuneration Report 2024. The remuneration report (dated 6 March 2025) is posted on the company’s website. The report will be presented to the AGM of 17 April 2025 for an advisory vote. Selection and Appointment Committee During 2024, the Selection and Appointment Committee consisted of Mr. Jan Willem Dockheer (Chair) and Mr. Jan Willem de Geus (member). The role and responsibilities of the Selection and Appointment Committee, its composition and how it carries out its duties are speci ed in the Selection and Appointment Committee regula- tions which are posted on the company's website. The Selection and Appointment Committee met on four occa- sions during the year and had several selection meetings and calls. Together with an executive search rm, the Selection and Appointment Committee discussed the progress made in the recruitment and selection procedure for a new CFO and spoke to individual candidates. The focus was on nding a seasoned CFO with extensive experience, preferably in real estate, complementing the pro le of the CEO whilst maintaining the Management Board’s level of diversity. This search has resulted in the appointment of Mrs. Elke Snijder as CFO in the AGM of 19 April 2024. In consultation with the full Supervisory Board, the Selection and Appointment Committee drafted a pro le for the recruit- ment and selection procedure of a new Supervisory Board member and Audit Committee chair. Together with an exec- utive search rm, a longlist and shortlist of candidates was drafted, and a recruitment and selection process was started, during which the Selection and Appointment Committee spoke to a number of candidates. The focus was on nding a candidate who could complement the existing members of the Supervisory Board, especially in Financial and Audit and Governance competencies, whilst maintaining the Supervisory Board’s level of diversity. This search has resulted in the selection of a candidate that will be proposed for appointment in the AGM of 17 April 2025. We refer to the Agenda and Explanatory Notes of this AGM for further details. Audit Committee During 2024, the Audit Committee consisted of chair Mrs. Margreet Haandrikman (full 2024), member Mrs. Karin Koks-Van der Sluijs (until 19 April 2024) and member Mrs. Marlies Janssen (as from 28 February 2024). The role and responsibilities of the Audit Committee, its composition and how it carries out its duties are speci ed in the Audit Committee regulations which are posted on the company’s website. The Audit Committee met on six occasions in the year under review. Audit Committee meetings pay special attention to the opportunities and risks that the company faces. The Audit Committee regularly conferred with the external auditor, of which once was without the presence of the Management Board. The Audit Committee made a recommendation to the Super- visory Board to enable the Supervisory Board to assess – as there is no separate department for the internal audit function - whether adequate alternative measures have been taken and whether it is necessary to establish an internal audit department. 58 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction In 2024, the Audit Committee discussed and was particularly involved in the assessment and/or monitoring of: a the operation and effectiveness of the internal risk management and control systems, as well as the proba- bility and impact of certain risks; b risk and reporting requirements in relation to development activities; c the fraud risk analysis; d compliance with relevant legislation and regulations as well as compliance with the internal regulations; e the provision of nancial information by the company, including the discussion of position papers on the proper application of accounting standards; f ESG reporting, in particular reporting on Sustainability KPI’s and the implementation of the CSRD; g the yearly evaluation of the internal audit charter, the evaluation of the internal audit plan for 2024 which was approved in the Supervisory Board meeting of 8 March 2024 and the internal audit ndings; in 2024 the internal audits focussed on the Purchase processes, the Payment processes, Governance and Tax; h evaluation of the functioning of the external auditor and the relationship with the external auditor, reporting the results of the evaluation to the Supervisory Board and informing the external auditor about the main topics of the evaluation; i the selection of a new external auditor rm to succeed PricewaterhouseCoopers Accountants N.V. in view of them reaching the end of the maximum allowed term; j discussions with the external auditor about the 2024 audit plan, the audit report and the management letter of the external auditor, compliance with recommendations from and the follow-up of remarks by the external auditor, also with regard to ICT systems; k the application of information and communication tech- nology and measures to improve cybersecurity; l the extension of one of the Private Placements, the Term Loan and the RCF that will all mature in 2026. Financial statements and dividend The Management Board prepared the annual report for the 2024 nancial year and discussed it with the Supervisory Board in the presence of the external auditor. Pricewater- houseCoopers Accountants N.V. has audited the nancial statements and has issued an unquali ed opinion (see pages 107-115). We will recommend that the nancial statements be adopted at the General Meeting of Shareholders on Thursday 17 April 2025. The discharge of the Management Board in respect of the policy pursued in 2024 and of the Super- visory Board from the supervision it provided in 2024 will be addressed as separate agenda items at this General Meeting of Shareholders. On 16 July 2024, the Supervisory Board approved an interim dividend for 2024 of € 0.75 per share in which was distributed in August 2024. In line with the applicable dividend policy (i.e. a pay-out of at least 75% of the direct result), NSI is propo- sing a nal dividend for 2024 of € 0.82 per share. That brings the total dividend for 2024 to €1.57 per share. Provided that the General Meeting of Shareholders approves this dividend proposal, the nal dividend will be payable in May 2025 and will include an optional stock dividend alternative. Appreciation 2024 was in many ways a challenging year for the Manage- ment Board and employees of NSI requiring creativity, hard work and resilience. The Supervisory Board wishes to express its gratitude for the efforts the entire team has made and the successes they realised in the year under review. Amsterdam, 6 March 2025 The Supervisory Board Jan Willem de Geus, Chair Jan Willem Dockheer, Vice Chair Margreet Haandrikman Marlies Janssen Neo Teck Pheng 59 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Details of the supervisory board Mr J.W.A. de Geus (1966) Chair Nationality Dutch Cu rre nt position Senior Advisor Proprium Capital Partners Additional positions Non-Executive Board member of AVID Property Group First appointment 2021 Current term To 2025 Mr J.W. Dockheer (1973) Vice Chair Nationality Dutch Current position Managing Director BMN Groep Netherlands Additional positions Member of the Supervisory Board of 2theLoo First appointment 2020 Current term To 2028 Mrs G.M. Haandrikman (1965) Nationality Dutch Current position Independent supervisory board member and advisor Additional positions Chair of the Supervisory Board of Onderlinge van 1719 UA, Chair of the Supervisory Board of Lemonade NV., Member of the Supervisory Board NV Schade, Member of the Supervisory Board Monuta Holding and Monuta Verzekeringen NV, Member of the Supervisory Board and chair of the Audit Committee Stichting RADAR Inc, Member of the Supervisory Board OOM Zorgverzekeringen, Member of the Board Stichting for the holding and administration of shares under the RDS employee shareplans, External member of the audit committee of the Dutch Ministry of Justice and Security, external member of the audit committee of ABP. First appointment 2017 Current term To 2025 Mrs M.S. Janssen (1973) Nationality Dutch Current position Chief Financial Of cer at GMB Holding B.V. Additional positions Member of the Supervisory Board of Erasmus Q Intelligence BV First appointment 2024 Current term To 2028 60 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Neo Teck Pheng (1970) Nationality Singaporean Current position Group Chief Executive Of cer First Sponsor Group Limited Additional positions Director of a number of subsidiaries and af liate companies of the First Sponsor group in Singapore, China, Hong Kong, Australia, Germany, The Netherlands, Cayman Islands and the British Virgin Islands. First appointment 2024 Current term To 2028 61 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 62 NSI Annual report 202462 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction Financial statements Consolidated statement of comprehensive income 63 Consolidated statement of nancial position 64 Consolidated cash ow statement 65 Consolidated statement of changes in shareholder’s equity 66 Notes to the consolidated nancial statements 67 Company balance sheet 99 Company income statement 100 Notes to the company nancial statements 101 Content Management board report Governance Financial statements Supplementary informationOther informationIntroduction 63 NSI Annual report 2024 Consolidated statement of comprehensive income For the year ended 31 December 2024 ( x € 1,000) Note 2024 2023 Gross rental income 2 72,731 71,199 - Service costs recharged to tenants 13,287 13,475 Service costs -15,318 -15,402 Service costs not recharged 2 -2,030 -1,926 Operating costs 2,3 -9,622 -10,852 Net rental income 61,079 58,421 = Revaluation of investment property 4 -28,063 -223,959 Net result on sale of investment property 5 2,337 5,388 Net result from investments 35,352 -160,150 Administrative costs 6 -8,298 -9,120 Impairment of tangible and intangible fixed assets 7 -627 - Other income and costs 8 -166 -81 Financing income 2 37 Financing costs -10,880 -8,385 Movement in market value of financial derivatives 2 -2,771 Net financing result 9 -10,876 -11,120 Result before tax 15,384 -180,471 Corporate income tax 10 -3,012 38,101 Total result for the year 12,372 -142,370 Other comprehensive income / expense - - Total comprehensive income / expense for the year 12,372 -142,370 Total comprehensive income / expense attributable to: Shareholders 12,372 -142,370 Total comprehensive income for the year 12,372 -142,370 Data per average outstanding share: Diluted as well as non-diluted result after tax 18 0.63 -7.08 The notes on pages 67 to 98 form an integral part of these consolidated financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 64 NSI Annual report 2024 Consolidated statement of financial position For the year ended 31 December 2024 ( x € 1,000) Note 31 December 2024 31 December 2023 Assets Investment property 11 988,559 1,028,801 Intangible fixed assets 12 29 32 Tangible fixed assets 13 3,190 3,835 Financial fixed assets - - Deferred tax assets 14 38,514 38,654 Other non-current assets 15 10,427 12,069 Non-current assets 1,040,719 1,083,389 Debtors and other receivables 16 2,237 3,963 Deferred tax assets 14 - 70 Cash and cash equivalents 17 8,451 202 Current assets 10,687 4,235 Total assets 1,051,406 1,087,625 Shareholders' equity Issued share capital 18 70,364 74,171 Share premium reserve 18 898,876 915,068 Other reserves 18 -309,267 -136,988 Total result for the year 12,372 -142,370 Shareholders' equity 672,344 709,882 Liabilities Interest bearing loans 19 324,206 333,632 Derivative financial instruments 23 1,606 1,608 Deferred tax liabilities 14 429 2 Other non-current liabilities 20 5,648 4,533 Non-current liabilities 331,889 339,775 Redemption requirement interest bearing loans 19 5,000 - Debts to credit institutions 21 17,134 11,012 Creditors and other payables 22 25,039 26,956 Current liabilities 47,172 37,968 Total liabilities 379,062 377,743 Total shareholders' equity and liabilities 1,051,406 1,087,625 The notes on pages 67 to 98 form an integral part of these consolidated financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 65 NSI Annual report 2024 Consolidated cash flow statement For the year ended 31 December 2024 ( x € 1,000) Note 2024 2023 Total result for the year 12,372 -142,370 Adjusted for: Revaluation of investment property 4 28,063 223,959 Net result on sale of investment property 5 -2,337 -5,388 Net financing result 9 10,876 11,120 Corporate income tax 10 3,012 -38,101 Impairment of tangible and intangible fixed assets 7 627 Depreciation and amortisation 6 601 638 40,843 192,228 Movements in working capital: Debtors and other receivables 2,629 -626 Creditors and other payables -823 3,403 1,807 2,777 Cash flow from operations 55,022 52,635 Financing income received 2 37 Financing costs paid -12,516 -11,012 Tax paid -2,848 -15 Cash flow from operating activities 39,660 41,645 Purchases of investment property and subsequent expenditure 11 -33,094 -19,469 Proceeds from sale of investment property 11 50,493 34,052 Investments in intangible fixed assets 12 -21 - Cash flow from investment activities 17,377 14,583 Issuance / repurchase of shares 18 -20,000 - Dividend paid to the company's shareholders 18 -29,910 -34,757 Proceeds from interest bearing loans 19 75,000 10,000 Transaction costs interest bearing loans paid - -242 Repayment of interest bearing loans 19 -80,000 -28,200 Cash flow from financing activities -54,910 -53,199 Net cash flow 2,127 3,030 Cash / cash equivalents - balance as per 1 January 202 196 Debts to credit institutions - balance as per 1 January -11,012 -14,037 Cash / cash equivalents and debts to credit institutions - balance as per 1 January -10,810 -13,840 Cash / cash equivalents - balance as per 31 December 8,451 202 Debts to credit institutions - balance as per 31 December -17,134 -11,012 Cash / cash equivalents and debts to credit institutions - balance as per 31 December -8,683 -10,810 The notes on pages 67 to 98 form an integral part of these consolidated financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 66 NSI Annual report 2024 Consolidated statement of changes in shareholders’ equity For the year ended 31 December 2024 ( x € 1,000) 2024 Issued share capital Share premium reserve Other reserves Result for the year Shareholders' equity Balance as per 1 January 2024 74,171 915,068 -136,988 -142,370 709,882 Total result for the year - - - 12,372 12,372 Other comprehensive income / expense - - - - Total comprehensive income / expense for the year - - - 12,372 12,372 Profit appropriation - 2023 - - -142,370 142,370 - Issuance / repurchase of shares -3,807 -16,193 - - -20,000 Distribution final dividend - 2023 - - -15,296 - -15,296 Interim dividend - 2024 - - -14,614 - -14,614 Contributions from and to shareholders -3,807 -16,193 -172,280 142,370 -49,910 Balance as per 31 December 2024 70,364 898,876 -309,267 12,372 672,344 2023 Issued share capital Share premium reserve Other reserves Result for the year Shareholders' equity Balance as per 1 January 2023 73,800 915,447 -70,868 -31,370 887,008 Total result for the year - - - -142,370 -142,370 Other comprehensive income / expense - - - Total comprehensive income / expense for the year - - - -142,370 -142,370 Profit appropriation - 2022 - - -31,370 31,370 - Distribution final dividend - 2022 372 -379 -19,633 - -19,640 Interim dividend - 2023 - - -15,116 - -15,116 Contributions from and to shareholders 372 -379 -66,120 31,370 -34,757 Balance as per 31 December 2023 74,171 915,068 -136,988 -142,370 709,882 The notes on pages 67 to 98 form an integral part of these consolidated financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 67 NSI Annual report 2024 Notes to the consolidated financial statements Reporting entity NSI N.V. (registration number Chamber of Commerce: 36040044; hereinafter ‘NSI’, or the ‘company’), with its principal place of business in Hoogoorddreef 62, 1101 BE Amsterdam, the Netherlands and its registered office in Amsterdam, the Neth- erlands is a real estate company, primarily focussing on offices. These consolidated financial statements are presented for the company and its subsidiaries (together referred to as the ‘Group’). The company is licensed pursuant to the Dutch Financial Supervision Act (Wet op het financiële toezicht). NSI N.V. is listed on Euronext Amsterdam. Basis of preparation Significant accounting policies The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for 2023. Statement of compliance The financial statements have been prepared in accordance with IFRS Accounting Standards as adopted in the European Union and with Title 9 of Book 2 of the Dutch Civil Code. The financial statements were prepared by the Company’s Management and approved by the Supervisory Board on 6 March 2025. The financial statements will be submitted to the General Meeting of Shareholders on 17 April 2025 for adoption. Unless stated otherwise, all amounts in the financial state- ments are in thousands of euros, the euro being the company’s functional currency, and are rounded off to the nearest thou- sand. There could be minor rounding off differences between in the figures presented. The statement of comprehensive income, the statement of financial position, the cash flow statement and the statement of changes in shareholders’ equity make reference to the notes in the financial statements to provide more information. The financial year of NSI presents the period from 1 January until 31 December. Assumptions and estimation uncertainties The preparation of the financial statements requires that the Management Board forms opinions, estimates and assump- tions that affect the application of accounting principles and reported figures for assets, liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements made by management in applying the Group’s accounting policies and the key sources of estima- tion uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2023. The most significant assumption relates to the unobservable information used in the valua- tion of the investment property. Other judgements are made relating to the deferred tax assets, the feasibility of the invest- ment properties under construction and timing of capitalisa- tion of interest for the development projects, determination of ground lease terms Valuation principles The financial statements have been prepared on the basis of historical cost except for investment property, investment property under construction and derivative financial instruments, which are subsequently measured at fair value. The accounting principles applied to the valuation of assets and liabilities and the determination of results in financial statements are based on the assumption of continuity (going concern) of the company. These financial statements are drawn up based on a going concern whereby the assumption of continuity is, amongst others, based upon the overall financial position, the cashflow forecast and the availability of funding under the committed credit facility (reference is made to note 18 and 23). Measurement at fair value A number of accounting policies and disclosures require the measurement of fair value for both financial and non-financial assets and liabilities. Significant valuation issues are reported to the company’s audit committee. In measuring the fair value of an asset or a liability, the company uses observable market data as much as possible. Fair value measurements are categorized into different levels of a fair value hierarchy based on the inputs applied to the valuation techniques. The different levels are defined as follows: • Level 1: valuation on the basis of quoted prices in active markets for identical assets or liabilities; • Level 2: valuation of assets or liabilities based on (external) observable information; • Level 3: valuation of assets or liabilities based wholly or partially on (external) unobservable information. If the input parameters used to measure the fair value of an asset or a liability may be categorised into different levels of the fair value hierarchy, the fair value measurement is catego- rised entirely in the level of the lowest level input that is significant to the entire measurement. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 68 NSI Annual report 2024 The company recognises reclassifications between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. The company has established a control framework with regard to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all signif- icant fair value measurements, including Level 3 fair values. The valuation process is supervised by the Management Board. The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third-party information is used to measure fair value, NSI assesses and documents the third-party data to verify that the valuations and their classi- fication into different levels of the fair value hierarchy comply with IFRS, including their level in the fair value hierarchy. Further information about the assumptions made in measuring fair value is included in the following notes: • Note 11 - Investment property; • Note 23 - Financial instruments; • Note 24 - Remuneration Management Board Main principles for financial reporting Principles for consolidation Subsidiaries Subsidiaries are entities over which NSI has decisive control. There is a situation of control if the company’s involvement in the entity exposes or entitles it to variable returns and the company has the ability to influence such returns using its control in the entity. In 2023 the legal structure of NSI was adjusted in order to limit the effects of the forthcoming abolishment of the corpo- rate tax regime for fiscal investment funds in 2025. As a result NSI has transferred its properties, at the fair value at that time, into separate legal entities whereby NSI N.V. acts as an FBI with indirect investments in property. The results of subsidiaries are included in the consolidated financial statements from the date of commencement of control until the date on which the control ends. A full list of subsidiaries included in the consolidated financial statements can be found in note 25. Elimination of intragroup transactions Intragroup balances and transactions as well as any unrealised profits and losses on intragroup transactions are eliminated, except where there are indications for impairment. Foreign currency Foreign currency translation Assets and liabilities denominated in foreign currency are converted into euros using the exchange rate prevailing on the balance sheet date. Transactions in foreign currency are converted into euros at the exchange rate prevailing on the transaction date. Exchange rate differences arising from conversion are recognised in the consolidated statement of comprehensive income. Investment property Investment property consists of investment property in opera- tion and investment property under construction. Investment property in operation Investment property in operation consists of real estate that is held to generate rental income or value, or a combination of both, but that is not intended for sale in the ordinary course of business. Investment property is initially recognised as from the date of transfer of the legal title at cost (including all costs relating to the purchase, such as legal costs, transfer tax, estate agent fees, costs of due diligence and other transaction costs). Subsequent measurement of investment property is at fair value. The fair value of the right of use of leasehold is added to the fair value of the investment property and as such included in the balance sheet value of investment property in operation. Future leasehold obligations are valued at net present value of the future lease payments. For all properties in the portfolio the fair value of the invest- ment property is appraised by external registered appraisers twice a year. In principle, valuations may only be performed and provided by appraisers registered with the Dutch register of property appraisers (Nederlands Register van Vastgoed Taxateurs). Valuations are performed on the basis of the guidance of the RICS Red Book. NSI works with at least two valuation firms. The valuation firms for individual properties are changed every three years in accordance with the RICS guidelines. The valuations are assessed and analysed by the Management Board and by asset management considering the methods and assumptions applied, as well as the outcome. The fair value is based on the market value (adjusted for purchase costs such as transfer tax). This means that the esti- mated price on the date of valuation at which a property could be traded between a seller and a purchaser willing to enter into an objective, arm’s length transaction preceded by sound negotiations between both well- informed parties. The fair value is calculated using primarily the capitalisation method, on the basis of a gross initial yield and the therefrom derived net initial yield calculation, whereby the net market rent prices are capitalised, and is subsequently validated by the DCF calculation method, based on the present value of the future cash flows for the next ten years including an exit value at the end of the tenth year. The respective outcomes of both methods are compared. The returns applied are specified for the property type, location, maintenance condition and letting potential of each property, and are based on comparable trans- actions, along with market-specific and property-specific data. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 69 NSI Annual report 2024 Key assumptions in the valuations are yields. Market rent, future capital expenditure (investments), ground lease and maintenance assumptions are also taken into account in the valuations. Further, assumptions are made for each tenant and for each vacant unit with regard to the probability of letting and (re)letting, the number of months of vacancy, incentives and letting costs. Adjustments are made to the present value of differences between the market rent prices and the rent price contractually agreed. The valuation is made after deduc- tion of transaction expenses borne by buyers. Subsequent expenditures are only included in the value of the property if it is probable that future economic benefits related to these investments or expenses would benefit the company. All other costs of maintenance and repairs are recognised as costs at the moment that they are incurred. No depreciation is made on investment properties, given that they are recognised at fair value. Changes to the fair value of investment properties are included in the consolidated statement of comprehensive income in the period in which they occur. Profits or losses on the sale of an investment property are recognised in the period in which the sale occurs as the difference between the net sales proceeds and the fair value at the moment of sale. If an investment property is sold, the cumulative positive revaluation, if any, is transferred from the revaluation reserve to retained earnings. Investment property is derecognised when it has been sold and control has been transferred. If the use of a property becomes owner occupied and a reclas- sification as a tangible fixed asset is required, the fair value at the date of reclassification becomes the cost price for admin- istrative processing purposes. Investment property under construction Investment property under construction is referred to as ‘investment property under construction’ for the purpose of future lease activity. A property is considered as investment property under construction either if NSI is developing a new property or if NSI considers that for continued future use of an existing property a major (re-)development is required and the property is no longer available for letting. At that moment the investment property in operation is transferred to investment property under construction. Capitalisation of costs related to the development project commences as soon as it is probable that future economic benefits associated with the development of the property will flow to the entity and the cost of the project can be measured reliably. The costs associated with investment property under construction consists of all the directly attributable costs required to complete the project, including internal costs of employee benefits arising directly from the development project and borrowing costs. The borrowing costs concern capitalised interest and the financing component of leasehold agreements, which are charged as from the date capitalisation of costs commences until the date of delivery, and is calcu- lated based on the average cost of debt of NSI. The cost of debt includes interest and all other costs associated with NSI raising funds. If the fair value can be measured reliable, investment property under construction is valued at fair value. In order to evaluate whether the fair value of a property under construction can be measured reliably, management considers amongst others the following criteria: • The status of the required construction; • The status of the construction contract; • Level of reliability of cash inflows after completion. If the fair value cannot be measured reliable, investment prop- erty under construction is valued at cost, including capitalised interest. At the date of delivery the investment property under con- struction is transferred to investment property in operation. Intangible fixed assets Intangible assets only consist of software. Development and implementation costs relating to purchased and/or developed software are capitalised based on the costs of acquiring the software and taking it into operation. The capitalised costs are reduced by cumulative amortisation and cumulative impairment losses. Amortisation is calculated to write off the costs of intangible fixed assets less their estimated residual value on a straight- lined basis over their estimated useful life. Amortisation is recognised in the statement of comprehensive income. The estimated useful economic lives of capitalised software is 3 years. Tangible fixed assets Tangible fixed assets consist of real estate (office building) fully or partly used by the company, its furniture and fixtures and office equipment (hardware). These assets are valued at cost, less cumulative depreciation and any cumulative impair- ment losses. Furthermore, the value of the right of use of lease cars is included under tangible fixed assets following the IFRS 16 standard. The right of use of car leases are valued at net present value of the future lease payments at the time of capitalisation, less cumulative depreciation. If a property used by the company changes into an investment property, the property is revalued on the basis of fair value and reclassified as an investment property. Any gain arising from this revaluation is recognised in the result insofar as the gain results in a reversal of a previously recognised impairment loss for that specific property. Any residual gain is recognised in the unrealised results and is reported in the revaluation reserve. Any loss is recognised in the result. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 70 NSI Annual report 2024 Depreciation of tangible fixed assets is charged to the consol- idated statement of comprehensive income under adminis- trative costs and is calculated using the straight-line method based on the estimated useful life and residual value of the asset concerned. Land is not depreciated. The estimated useful life is as follows: • Real estate in own use: 25 years; • Furniture and fixtures: 4 years; • Hardware: 3 years. Depreciation of right of use lease cars is calculated using the straight-line method over the contractual lease period of the asset concerned. The applied methodology of calculating depreciation, useful life and residual value is assessed at the end of every book year and adjusted if necessary. Impairment non-financial fixed assets The carrying value of the non-financial assets of the Group, excluding the market value of investment properties corrected for lease incentives, are reviewed at each reporting date to determine whether there are indications for impairment. If any such indication exists, an estimate is made of the recoverable amount of the asset. The recoverable amount of an asset or cash-generating unit is the highest of the value in use or the fair value less costs of disposal. In assessing value in use, the present value of the estimated future cash flows is calculated using a pre-tax discount rate that reflects current market assessments of the time value of money as well as the risks specific to the asset or cash-generating unit. An impairment loss is recognised if the book value of the asset or cash-generating unit to which the asset belongs is higher than the estimated recoverable value. Impairment losses are recognised in profit or loss. They are deducted on a pro rata basis from the book value of each asset in the cash-generating unit. Impairment losses are reversed only to the extent that the asset's book value does not exceed its book value, net of any depreciation or amortisation that would have been determined had no impairment loss been recognised. Financial instruments NSI classifies non-derivative financial assets in the categories: • Lease incentives; • Debtors and other receivables; • Cash and cash equivalents. NSI has the following non-derivative financial liabilities: • Interest bearing loans; • Creditors and other payables; • Debts to credit institutions. Non-derivative financial assets and liabilities - recognition NSI initially recognises financial assets and financial liabilities at the transaction date. NSI no longer recognises a financial asset in the balance sheet if the contractual rights to the cash flows from the asset expire, or if NSI transfers the contractual rights to receive cash flows from the financial asset through a transaction in which substan- tially all the risks and benefits related to the ownership of the asset are transferred, or if NSI neither transfers or retains the risks and benefits related to ownership of the asset, nor has control over the transferred asset. If NSI retains or creates an interest in the transferred financial assets, the interest is recognised as a separate asset or liability. NSI no longer recognises a financial liability in the balance sheet if the contractual obligations are waived or cancelled or have expired. Financial assets and liabilities are only offset and the resulting net amount is only presented in the balance sheet if NSI has a legally enforceable right to offset and if it intends to offset on a net basis or to realise the asset and the liability simultaneously. Non-derivative financial assets - measurement Loans and debtors and other receivables Loans and debtors and other receivables, excluding taxes and prepayments, are measured at initial recognition at fair value plus any directly attributable transaction costs. After initial recognition, loans and receivables are measured at amortised cost using the effective interest method. For loans and debtors and other receivables the Group applies the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Cash and cash equivalents Cash and cash equivalents are recognised and subsequently valued at amortised costs and consist of cash and bank balances. Current account overdrafts that are payable on demand and which form an integral part of NSI’s cash manage- ment are included in cash and cash equivalents and amounts owed to credit institutions in the consolidated statement of financial position and the consolidated cash flow statement. Non-derivative financial liabilities - measurement Interest bearing loans Interest-bearing loans are initially recognised at fair value, after deduction of attributable transaction costs. After initial recogni- tion, the interest-bearing loans are measured at amortised cost using the effective interest method. Interest-bearing loans include both fixed-rate and variable-rate loans. In principle, the fair value of the variable-rate loans is equal to their amortised cost. Part of the interest risk on the variable-rate loans is hedged through interest-rate swaps. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 71 NSI Annual report 2024 In principle, the fair value of the fixed-rate loans is not equal to their amortised cost. The fair value of the fixed-rate loans is calculated using the net present value method at the market interest rates prevailing on 31 December 2024 (including margin). Any redemption of interest-bearing debt within one year is recognised as current liabilities. An interest-bearing debt is derecognised from the balance sheet when the interest-bearing debt is settled, annulled or cancelled. If an existing interest-bearing debt is exchanged by another from the same lender at substantially different terms or the terms of an existing interest-bearing debt substantially change, this will be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying book value of the financial liability extinguished and the consideration paid is then recog - nised in the statement of comprehensive income account. If the conditions of the interest-bearing debts are adjusted, but this does not result in the annulment of the interest-bearing debt, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability. Creditors and other payables Creditors and other payables, excluding taxes and deferred income, are at initial recognition measured at fair value plus any directly attributable transaction costs. After initial recog- nition, these financial liabilities are measured at amortised cost using the effective interest method. Derivative financial instruments NSI uses derivative financial instruments to hedge (in full or in part) the interest rate risks associated with its finance activities. These derivatives are not held or issued for trading purposes. Derivatives are initially and subsequently recognised at fair value. Profits or losses arising from changes in the fair value of derivative financial instruments are immediately recognised in the consolidated statement of comprehensive income. In 2024 hedge accounting has not been applied. The fair value of the financial instruments is the amount the Group would expect to pay or receive if the financial deriva- tive were to be liquidated at balance sheet date, taking into account the interest rate on the balance sheet date and the current credit risk of the counterparties concerned as well as the credit risk of the Group. The interest payable on deriva- tives is incorporated in other payables. A derivative financial instrument is reported as a current asset or current liability if its remaining term to maturity is less than one year or if it is expected that it will be liquidated or settled within one year. Prepayments and deferred income Prepayments and deferred income are carried at costs less any accumulated impairment losses. Equity Ordinary shares are classified as shareholders’ equity. External costs that can be attributed directly to the issuance of new shares are deducted from the Retained earnings reserve. The increase in the paid-up and called-up capital relating to a stock dividend programme is deducted from the share premium reserve as well as the expenses relating to the stock dividend. When repurchasing NSI shares, the amount of the considera- tion paid including directly attributable costs, is recognised as a change in shareholders’ equity. Cash dividends are deducted from the other reserves in the period in which the dividends are set. Corporate income tax Tax status Up to end of 2022, NSI and most of its subsidiaries had the status of a fiscal investment institution within the context of Article 28 of the Dutch Corporate Income Tax Act 1969 (Wet op de Vennootschapsbelasting 1969. This means no corporate income tax is owed under certain conditions. The main condi- tions relate to the investment requirement, the distribution of taxable earnings as dividend, limitations on the financing of investments with debt capital and the composition of the shareholder base. Profits from the disposal of investments and fair value adjustment results on investment property are not included in the distributable earnings. In addition, there are legal restrictions on the activities that may be undertaken by a Dutch Real Estate Investment Trust (FBI). Since 1 January 2014, ‘associated business activities’ attributable to the main task of letting and managing of invest- ment properties may be performed, within certain limits, by a normal taxable subsidiary. To the best of the Management Board’s knowledge the Group meets the legal requirements. Due to a change in legislation, as from 2025 FBI’s can no longer directly invest in Dutch real estate. In 2023, NSI has undergone a restructuring in which most of the properties are now in separate entities, which are subject to corporate income tax. NSI N.V. intends to remain an FBI. Corporate income tax Corporate income tax consists of taxes currently payable and receivable and movements in deferred tax assets and deferred tax liabilities. Current tax consists of the sum of the expected tax payable or receivable on the taxable results for the year, taking into account earnings elements exempt from tax and non-deduct- ible costs whereby the tax rates applied are those prevailing on the balance sheet date or changed tax rates already known on the balance sheet date. The tax payable also includes any changes to tax payments made in previous years. Deferred tax assets are recognised as income tax to be reclaimed in future periods relating to offsetable temporary Management board report Governance Financial statements Supplementary informationOther informationIntroduction 72 NSI Annual report 2024 differences between book value and the fiscal value of assets and liabilities. They also relate to the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that future taxable benefits will be available against which unused tax losses and tax credits can be utilised. Deferred tax assets are only recognised if it is likely that the temporary differences will be settled in the near future and sufficient taxable profit will be available for settlement. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax liabilities are recognised for income tax payable in future periods on taxable temporary differences between the book value of assets and liabilities and their fiscal book value. Deferred tax recognised in the statement of comprehensive income is the movement in deferred tax assets and deferred tax liabilities during the period. Deferred tax assets and liabilities are netted if there is a legally enforceable right to offset the tax assets and liabilities and when the deferred assets and liabilities concern the same tax regime. Income Rental income The rental income from investment property let on the basis of operating lease agreements is recognised in the consolidated statement of comprehensive income on a straight-line basis for the duration of the lease agreement. Rent-free periods, rent reductions and other lease incentives are reported as an integral part of total net rental income. These lease incentives are allocated over the term of the lease agreement until the first moment at which the lease agree- ment may be terminated. The resulting accrued income is included in the fair value of the respective investment proper- ties by the external appraisers and is separated in the balance sheet for reporting purposes. Compensations received or paid for leases terminated early are immediately recognised in the consolidated statement of comprehensive income in the period in which the contractual requirements are met. Service costs recharged to tenants Service costs can be charged on to the tenants. These charges mainly relate to gas, water, electricity, cleaning and security, etcetera, costs which can be recharged to tenants based on the lease agreement. NSI acts as principal with respect to service costs, whereby the costs incurred are recharged to the tenants, including an administrative fee. Net result on sale of investment property Proceeds from the sale of investment properties are recog- nised when the control of the property is transferred to the purchaser. The profits or losses on the sale of investment properties are identified as the difference between the net proceeds of the sale and the carrying value of the investment properties. Costs Service costs not recharged Service costs not recharged to tenants mainly relate to vacant properties, in which situation these costs cannot be recharged to tenants and / or to other irrecoverable service costs as a result of contractual limitations on service costs. Operating costs Operating costs consist of costs directly related to the operation of the investment properties, such as property management, municipal taxes, insurance premiums, maintenance costs, letting costs and other business expenses. Except for letting fees, these costs are charged to the result when they occur. Letting fees are straight-lined over the remaining lease term of the related contract until the first possible moment of termination by the tenant. The resulting accrued income is included in the fair value of the respective investment properties by the external appraisers and is separated in the balance sheet for reporting purposes. Administrative costs Administrative costs include staff costs, office expenses, consultancy fees, remuneration of Supervisory Board members and other overhead costs. Costs relating to the commercial, technical and administrative management of investment properties are included in the operating costs. Costs relating to the supervision and moni- toring of investment projects are capitalised on the basis of hours spent. Financing income and costs Financing income and costs consist of interest expenses on loans and debts, and interest income on outstanding loans and receivables attributable to the period, including interest income and expenses based on interest rate swaps. As a result of the recognition of interest-bearing debt based on amortised cost, financing expenses also include interest accrued on the interest-bearing debt. Financing expenses directly attributable to the purchase, renovation or expansion of an investment property are capital- ised as part of the integral cost of the property involved. The interest applied is the average interest paid by the Group in the respective currency. The net financing result also includes the profits and losses arising from changes in the fair value of the derivative financial instruments. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 73 NSI Annual report 2024 Employee benefits Defined contribution pension plan Liabilities relating to contributions to defined contribution pension plans are recognised as costs in the period in which they occur. Prepayments are recognised as an asset insofar as a cash refund or a reduction in future payments is available. The pension arrangements are insured externally. Management Board variable remuneration The variable remuneration component for the Management Board consists of a long-term incentive (LTI) and a short-term incentive (STI). The LTI is for the CEO based on 2022 to 2024, whereas the LTI for the CFO is based on the period May to December 2024. It is capped at 90% of the base salary for the CEO and at 45% of the base salary for the CFO, whereas the STI is based on 2024 only and is capped at 24% of the base salary for the CEO and at 36% of the base salary for the CFO. At the end of 2024, the total obligation was calculated and recognised as an expense with a corresponding increase in liabilities. Shareholding requirement To further stimulate long-term value creation, NSI applies a shareholding requirement to align the interests of the members of the Management Board with the interests of the company’s shareholders. The CEO is required to hold NSI shares with a value of at least 125% of the applicable annual (gross) base salary; a requirement of at least 75% of the appli- cable annual (gross) base salary applies to the CFO. The Board members are required to invest respectively one-third and two-thirds of the net payments resulting from the short-term and long-term incentive schemes to acquire NSI shares until the shareholding requirement has been met. Before reaching the required value in shares, members of the Management Board are not allowed to sell any of the NSI shares they have acquired by investing these net payments. This shareholding requirement continues to be applicable during one year after the end of the membership of the Management Board of NSI. The Supervisory Board will evaluate at the end of each financial year the extent to which the shareholding requirement is met. Cash flow statement Operating cash flows are reported on the basis of the indirect method. Cash and cash equivalents and debts to credit insti- tutions also include overdraft facilities which are part of NSI's cash management policy. Segment information All operating results of an operating segment are assessed periodically by the Management Board in order to decide on the allocation of resources to the segment and to assess performance, based on the confidential financial information available. The Management considers the business from the nature of the investment property and assesses performance for “Amsterdam”, “Other G4”, and “Other Netherlands”. A segment consists of assets and activities with specific risks and results, differing from other sectors. Assets and liabilities and activities which cannot be directly assigned to the abovementioned segments, are reported under “Corporate”. New and amended standards not applied A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2024. These standards and amendments did not have an impact on these consolidated financial statements: • Amendments to IAS 1, “Presentation of Financial Statements: Classification of Liabilities as Current or Non-current Liabili- ties with Covenants”; • Amendments to IFRS 16”, ‘Leases: Lease Liability in a Sale and Leaseback”; • Amendments to IAS 7, “Statement of Cash Flows” and IFRS 7, “Financial Instruments: Disclosures: Supplier Finance Arrangements”. There are no IFRS or IFRIC interpretations that are not yet effective which are expected to have a significant impact financial statements of NSI. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 74 NSI Annual report 2024 1. Segment information 2024 Statement of comprehensive income Amsterdam Other G4 Other NL Corporate TotalGross rental income 37,112 24,294 11,325 - 72,731Service costs recharged to tenants 6,091 5,554 1,642 - 13,287Service costs -6,761 -6,849 -1,707 - -15,318Service costs not recharged -670 -1,295 -66 - -2,030Operating costs -4,699 -3,650 -1,274 - -9,622Net rental income 31,743 19,349 9,986 - 61,079Revaluation of investment property -26,669 4,797 -6,192 - -28,063Net result on sale of investment property 146 2,190 - 2,337Net result from investment 5,221 24,146 5,984 - 35,352Administrative costs - - - -8,298 -8,298Impairment of tangible and intangible fixed assets - - - -627 -627Other income and costs - - - -166 -166Financing income - - - 2 2Financing costs - - - -10,880 -10,880Movement in market value of financial derivatives - - - 2 2Net financing result - - - -10,876 -10,876Result before tax 5,221 24,146 5,984 -19,968 15,384Corporate income tax - - - -3,012 -3,012Total result for the year 5,221 24,146 5,984 -22,979 12,372Other comprehensive income - - - - -Total comprehensive income for the year 5,221 24,146 5,984 -22,979 12,372Attributable to shareholders 5,221 24,146 5,984 -22,979 12,372 Statement of financial position as per 31 December Amsterdam Other G4 Other NL Corporate TotalInvestment property 537,824 326,877 123,858 - 988,559Other assets 5,859 4,227 342 52,420 62,848Total assets 543,682 331,104 124,200 52,420 1,051,406Non-current liabilities 3,779 2,596 289 325,224 331,889Current liabilities 1,238 689 468 44,778 47,172Total liabilities 5,017 3,285 757 370,003 379,062Purchases of investment property and subsequent expenditures 6,822 24,990 1,283 - 33,094 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 75 NSI Annual report 2024 2023 Statement of comprehensive income Amsterdam Other G4 Other NL Corporate TotalGross rental income 35,600 24,185 11,415 - 71,199Service costs recharged to tenants 5,706 5,782 1,987 - 13,475Service costs -6,789 -6,646 -1,966 - -15,402Service costs not recharged -1,083 -864 21 - -1,926Operating costs -5,182 -3,966 -1,704 - -10,852Net rental income 29,335 19,355 9,731 - 58,421Revaluation of investment property -153,754 -44,623 -25,583 - -223,959Net result on sale of investment property 5,282 -1 106 - 5,388Net result from investment -119,136 -25,269 -15,745 - -160,150Administrative costs - - - -9,120 -9,120Other income and costs - - - -81 -81Financing income - - - 37 37Financing costs - - - -8,385 -8,385Movement in market value of financial derivatives - - - -2,771 -2,771Net financing result - - - -11,120 -11,120Result before tax -119,136 -25,269 -15,745 -20,321 -180,471Corporate income tax - - - 38,101 38,101Total result for the year -119,136 -25,269 -15,745 1 7,780 -142,370Other comprehensive income - - - - -Total comprehensive income for the year -119,136 -25,269 -15,745 1 7,780 -142,370Attributable to shareholders -119,136 -25,269 -15,745 17,7 8 0 -142,370 Statement of financial position as per 31 December Amsterdam Other G4 Other NL Corporate TotalInvestment property 579,683 296,245 152,873 - 1,028,801Other assets 6,461 4,615 992 46,756 58,824Total assets 586,144 300,860 153,865 46,756 1,087,625Non-current liabilities 3,128 932 198 335,517 339,775Current liabilities 1,781 1,461 724 34,002 37,968Total liabilities 4,908 2,393 922 369,520 377,743Purchases of investment property and subsequent expenditures 15,056 4,102 311 - 19,469 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 76 NSI Annual report 2024 2. Net rental income Gross rental income Service costs not Operating costs Net rental incomerecharged 2024 2023 2024 2023 2024 2023 2024 2023Amsterdam 37,112 35,600 -670 -1,083 -4,699 -5,182 31,743 29,335Other G4 24,294 24,185 -1,295 -864 -3,650 -3,966 19,349 19,355Other Netherlands 11,325 11,415 -66 21 -1,274 -1,704 9,986 9,731Net rental income 72,731 71,199 -2,030 -1,926 -9,622 -10,852 61,079 58,421 Gross rental income can be specified in the following components: 2024 2023Gross rental income - offices / HNK 71,437 69,852Turnover rent / variable parking income 457 524Indemnities received 408 524HNK - meeting rooms 575 563HNK - hospitality services -3 91Other rental income / expense -142 -356Other gross rental income 1,295 1,347Gross rental income 72,731 71,199 Gross rental income includes an amount of € 6.0m (2023: € 6.2m) for lease incentives. NSI leases out its investment properties on the basis of operating leases with various maturities. Each lease contract specifies the space, rent and rights and obligations of the landlord and the tenant, including notice periods, options to extend the rental period and provisions related to service costs. In general, the rent is indexed during the life of the rental agreement on an annual basis. The total annual rent to be received from operating lease agreements, until the first moment the tenant can cancel the rental agreement, is specified as follows: 31 December 2024 31 December 2023First year 61,596 63,709Second to fourth year 124,899 120,892As of fifth year 58,241 68,131 3. Operating costs 2024 2023Leasehold 0 0Municipal taxes -2,959 -2,960Insurance premiums -686 -741Maintenance costs -1,229 -2,254Property management costs -3,635 -3,473Letting costs -1,331 -1,018Contribution to owner association -46 -114Doubtful debt costs -19 -19Other operating costs 283 -273Operating costs -9,622 -10,852 Property management costs include administrative costs charged to operating costs for an amount of € 3.2m (2023: € 3.0m). Letting costs includes an amount of - € 0.2m (2023: - € 0.1m) for straight-lined letting investments and commissions. An amount of € 0.0m (2023: € 0.0m) relates to operating costs of fully vacant properties. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 77 NSI Annual report 2024 4. Revaluation of investment property 2024 2023Positive Negative Total Positive Negative TotalInvestment property in operation 12,788 -42,803 -30,015 - -193,937 -193,937Investment property under construction 4,648 -4,054 594 - -31,147 -31,147Revaluation - market value 17,436 -46,857 -29,421 - -225,084 -225,084Movement in right of use leasehold - - -80 - - -68Movement in lease incentives - - 1,437 - - 1,192Revaluation of investment property - - -28,063 - - -223,959 Further details on revaluation can be found in note 11. 5. Net result on sale of investment property 2024 2023Proceeds on sale of investment property 50,635 34,164Transaction costs on sale of investment property -142 -112Sale of investment property 50,493 34,052Book value at the time of sale (excl. right of use leasehold) -48,156 -28,665Net result on sale of investment property 2,337 5,388 During 2024 three properties have been sold of which one in Amsterdam, one in Den Bosch and one in Eindhoven (last two segment ‘Other Netherlands’). Furthermore, a piece of land in Leiden was sold to the municipality. In 2023 three properties were sold of which one in Amsterdam and two in the segment ‘Other Netherlands’. The net result on sale of investment property includes an amount of -€ 0.0m (2023: - € 0.2m) related to prior years’ sales. Transaction costs on sale include the costs of real estate agents and legal fees. 6. Administrative costs 2024 2023Salaries and wages -6,089 -6,011Social security -812 -77 1Pensions -417 -413Depreciation right of use tangible fixed assets -276 -290Other staff costs -945 -1,327Staff costs -8,540 -8,813Compensation supervisory board -245 -252Depreciation and amortisation -325 -348Other office costs -1,257 -1,373Office costs -1,582 -1,721Audit, consultancy and valuation costs -1,656 -1,818Other administrative costs -925 -1,057Administrative costs -12,948 -13,661Allocated administrative costs 4,649 4,541Administrative costs -8,298 -9,120 Administrative costs directly related to the operation of the investment property portfolio (€ 3.2m; 2023: € 3.0m) are recharged to operating costs. Directly attributable costs related to (potential) development projects are capitalised as part of the respective project or recharged to feasibility costs (€ 0.3m; 2023: € 0.7m). The staff costs concerning the daily operation of the Management board report Governance Financial statements Supplementary informationOther informationIntroduction 78 NSI Annual report 2024 HNK-properties (€ 1.1m; 2023: € 0.8m) are part of service costs and as such are allocated to the respective properties. The total of these costs is reported as “Allocated administrative costs”. Employees On average 69 employees (62 FTE), including the Management Board, were employed by NSI and HNK during the reporting year (2023: 67 employees (61 FTE)). As per 31 December 2024 the number of employees amounted to 69 (62 FTE). All employees are working in the Netherlands. 7. Impairment of tangible and intangible fixed assets 2024 2023Impairment of tangible fixed assets -627 -Impairment of tangible and intangible fixed assets -627 - The impairment of tangible fixed assets concerns the head office of NSI at Centerpoint II, Amsterdam as a result of negative reval- uation. 8. Other income and costs 2024 2023Other costs -166 -81Other income and costs -166 -81 Other costs in 2024 mainly concern feasibility costs for potential projects. Other costs in 2023 concern feasibility costs for projects, mainly related to Bio Science Park, Leiden. 9. Net financing result 2024 2023Interest income 2 37Financing income 2 37Interest costs -11,352 -10,211Capitalised interest 1,848 2,368Bank costs -77 -46Amortisation costs interest bearing loans -574 -434Other financing costs -724 -62Financing costs -10,880 -8,385Movement in market value of financial derivatives 2 -2,771Net financing result -10,876 -11,120 During 2024, borrowing costs for the development project Vitrum, Amsterdam, are capitalised. In 2023 this was also the case for Laanderpoort, Amsterdam, which was sold in January 2024. For Vitrum, the financing component for the leasehold agreement is also capitalised. Capitalised interest in connection with developments is based on the weighted average cost of debt. During 2024, the range of weighted average interest rates used was: 2.9% - 3.1% (2023: 1.9% - 3.2%). Management board report Governance Financial statements Supplementary informationOther informationIntroduction 79 NSI Annual report 2024 10. Corporate income tax 2024 2023Current tax on profits for the year -1,691 -621Total current tax -1,691 -621Decrease / increase in deferred tax assets -894 38,724Decrease / increase in deferred tax liabilities -427 -2Total deferred tax -1,321 38,722Corporate income tax -3,012 38,101Corporate income tax attributable to:Profit from continuing operations -3,012 38,101 After the restructuring in 2023, only NSI N.V., NSI Real Estate B.V., NSI Kantoren B.V., NSI Vastgoed B.V., NSI Flexoffices B.V. and HNK Vastgoed B.V. have the status of a Dutch real estate investment trust (FBI) within the context of Article 28 of the Dutch Corporate Income Tax Act 1969 (Wet op de Vennootschapsbelasting 1969). This means that no corporate income tax is owed under certain conditions. The main conditions relate to the investment requirement, the distribution of taxable earnings as dividend, limitations on the financing of investments with debt capital and the composition of the shareholder base. Profits from the disposal of investments are not included in the distributable earnings. In addition, there are legal restrictions on the activities that may be undertaken by an FBI, as stated under the main principles for financial reporting. Since 1 January 2014, ‘associated business activities’ attributable to the main task of letting and managing of investment properties may be performed, within certain limits, by a normal taxable subsidiary. All other subsidiaries are not part of the fiscal real estate investment trust for tax purposes and are as such liable to pay corpo- rate income tax as from 2023. 2024 2023Result before tax 15,384 -180,471Tax at Dutch tax rate (high rate) 25.8% -3,969 25.8% 46,562Exempt due to fiscal status 7,088 -1,979Differences due to valuation differences -3,921 -4,263Non-deductible expenses -1,616 -2,118Deductible losses prior years 103 -Different tax rate (low rate - 19.0%) -475 -99Other -221 -Corporate income tax -3,011 38,101 LTV and Dutch REIT-status A number of requirements must be met to achieve and maintain the status of a Dutch real estate investment trust (FBI). One such requirement relates to the maximum LTV (norm: ≤ 60%). The basis for calculating this LTV differs fundamentally from the basis used for financial institutions. For the latter NSI uses its commercial figures. The figures for tax purposes are used to calculate the LTV to assess the Dutch FBI status. NSI complied with this requirement in both 2023 and 2024. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 80 NSI Annual report 2024 11. Investment property Investment property consists of investment property in operation and investment property under construction: 31 December 2024 31 December 2023Investment property in operation 936,656 969,591Investment property under construction 51,903 59,210Investment property 988,559 1,028,801 Investment property in operation and investment property under construction are recognised at fair value. The fair value is deter- mined on the basis of level 3 of the fair value hierarchy. At 31 December 2024 100% (2023: 100%) of investment property were appraised by external appraisers. Both in 2023 and 2024 the appraisers were JLL, Colliers and Cushman & Wakefield. The newly acquired Sypesteyn in Utrecht was appraised by Savills in December 2024. The fair value is based on the market value (including buyer’s costs, i.e. adjusted for purchase costs such as transfer tax). That means the estimated price on the date of valuation at which a property can be traded between a seller and a purchaser willing to enter into an objective, arm’s length transaction preceded by sound negotiations between both well-informed parties. The valuations are determined on the basis of a capitalisation method, on the basis of a gross initial yield and the therefrom derived net initial yield calculation, whereby the net market rent prices are capitalised, and is subsequently validated by the DCF calculation method, based on the present value of the future cash flows for the next ten year including an exit value at the end of the tenth year. The respective outcomes of both methods are compared. The returns applied are specified for the type of invest- ment property, location, maintenance condition and letting potential of each property, and are based on comparable transactions, along with market-specific and property-specific knowledge. The table below summarises both valuation techniques used to determine the fair value of investment property, as well as the significant unobservable inputs used primarily for the capitalisation method. The respective outcomes of both methods are compared: Valuation technique Unobservable inputs Relationship between significant unobservable inputs and the fair value measurementCapitalisation method and net discounted cash flow The estimated fair value increases (decreases) if:calculation.The capitalisation method consists of a net initial Significant:yield calculation, whereby the net market rent • Gross initial yield / net initial yield • The gross / net yield is lower (higher)prices are capitalised by a yield percentage.The DCF valuation method is based on the present Other:value of net future cash flows to be generated by • Market rent (Estimated Rental Value) • The estimated market rent levels are higher the property, taking into account the expected (lower)increases in rent levels, periods of vacancy, costs • Rent free periods and other lease incentives • The periods of vacancy are shorter (longer)of letting incentives such as rent free periods and and periods of vacancy following expirations • The rent free periods are shorter (longer) other costs not covered by the tenant and the of a leaseestimated operating costs and capital expendi-• Operating expenses, capital expenditure and • The operating costs and capital are lower ture.ground lease expenses(higher)The expected net cash flows are discounted using a risk adjusted discount rate. The discount rate is estimated based on factors including the quality and location of the property, the creditworthiness of the tenant and the lease conditions. The fair value is the outcome of the (theoretical) rent divided by the net initial yield (expressed as a percentage) of the investment property. The yields applied are specific to the type of property, location, maintenance condition and letting potential of each asset. The yields are determined based on comparable transactions, as well as on market and asset-specific knowledge. Assumptions are made for each property, tenant and vacant unit based on the likelihood of letting (and reletting), the expected duration of vacancy (in months), incentives, capital expenditure and operating costs. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 81 NSI Annual report 2024 The most important assumptions and input parameters used in the valuations are: 2024 2023Average effective contractual rent per sqm (€):Amsterdam 264 259Other G4 223 220Other Netherlands 204 195Average market rent per sqm (€):Amsterdam 273 271Other G4 216 214Other Netherlands 213 203Average gross initial yield (%):Amsterdam 7.9% 7.4%Other G4 8.2% 8.6%Other Netherlands 8.0% 8.1% Investment property in operation The movement in investment property in operation per segment was as follows: 2024 Amsterdam Other G4 Other NL TotalBalance as per 1 January 2024 520,474 296,245 152,873 969,591Acquisitions - 18,442 - 18,442Investments 5,393 6,837 1,283 13,513Revaluation -22,606 88 -6,192 -28,710Transfer from / to inv. property under construction -1,810 -10,264 - -12,074Disposals - - -24,105 -24,105Balance as per 31 December 2024 501,450 311,347 123,858 936,656Right of use leasehold as per 31 December 2024 -579 -834 - -1,412Lease incentives as per 31 December 2024 5,859 4,107 342 10,307Market value as per 31 December 2024 506,730 314,620 124,200 945,550 2023 Amsterdam Other G4 Other NL TotalBalance as per 1 January 2023 665,530 333,706 200,917 1,200,153Investments 9,546 4,102 311 13,959Revaluation -122,598 -44,623 -25,583 -192,804Transfer from / to inv. property under construction -26,510 3,060 - -23,450Disposals -5,494 - -22,772 -28,267Balance as per 31 December 2023 520,474 296,245 152,873 969,591Right of use leasehold as per 31 December 2023 -620 - -30 -649Lease incentives as per 31 December 2023 6,461 4,615 992 12,069Market value as per 31 December 2023 526,315 300,860 153,835 981,010 Collateral On 31 December 2024, no properties were mortgaged as security for loans drawn at banks. At the end of 2023, properties with a market value of € 172.4m were mortgaged as security for loans drawn at banks amounting to € 55.0m. Sensitivities to yield fluctuations The value of investment property implies an average gross initial yield of 8.0% (31 December 2023: 7.9%). Valuations can be affected by the general macro-economic and market environment, but also by local factors. For this reason NSI has performed a sensitivity analysis. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 82 NSI Annual report 2024 If, on 31 December 2024, the yields applied for the valuation of investment property had been 50 basis points lower than the yields currently applied, the value of investment property would increase by 6.4% (31 December 2023: 6.4%). In that case NSI’s equity would be € 64.2m (31 December 2023: € 66.4m) higher due to a higher result for the year. The loan-to-value would then decrease from 33.8% (31 December 2023: 33.0%) to 31.7% (31 December 2023: 31.1%). If, on 31 December 2024, the yields applied for the valuation of investment property had been 50 basis points higher than those currently applied, the value of investment property would decrease by 5.7% (31 December 2023: 5.6%). In that case NSI’s equity would be € 56.6m (31 December 2023: € 58.5m) lower due to a lower result for the year. The loan-to-value would then increase from 33.8% (31 December 2023: 33.0%) to 35.8% (31 December 2023: 35.0%). Investment property under construction The movement in investment property under construction per segment was as follows: 2024 Amsterdam Other G4 Other NL TotalBalance as per 1 January 2024 59,210 - - 59,210Investments 1,416 556 - 1,972Capitalised interest 1,848 - - 1,848Revaluation -4,062 4,709 - 647Transfer from / to inv. property in operation 1,810 10,264 - 12,074Disposals -23,847 - - -23,847Balance as per 31 December 2024 36,374 15,529 - 51,903Right of use leasehold as per 31 December 2024 -168 - - -168Lease incentives as per 31 December 2024 - 121 - 121Market value as per 31 December 2024 36,205 15,650 - 51,855 2023 Amsterdam Other G4 Other NL TotalBalance as per 1 January 2023 56,022 3,060 - 59,082Investments 5,466 - - 5,466Capitalised interest 2,368 - - 2,368Revaluation -31,155 - - -31,155Transfer from / to inv. property in operation 26,510 -3,060 - 23,450Balance as per 31 December 2023 59,210 - - 59,210Right of use leasehold as per 31 December 2023 -179 - - -179Market value as per 31 December 2023 59,030 - - 59,030 As per 31 December 2024 investment property under construction consists of Vitrum and capitalised project costs of Well House, both located in Amsterdam, and Alexanderpoort, Rotterdam. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 83 NSI Annual report 2024 12. Intangible fixed assets Intangible fixed assets consist of capitalised software. The movement in intangible fixed assets during 2024 was as follows: Software TOTALBalance as per 1 January 32 32Investments 21 21Amortisation -24 -24Balance as per 31 December 29 29Gross book value 1,338 1,338Cumulative depreciation -1,309 -1,309Intangible fixed assets - Net book value 29 29 The movement in intangible fixed assets during 2023 was as follows: Software TOTALBalance as per 1 January 72 72Investments - -Amortisation -40 -40Balance as per 31 December 32 32Gross book value 1,316 1,316Cumulative depreciation -1,285 -1,285Intangible fixed assets - Net book value 32 32 Investments in 2024 concern costs made related to robotic process automation. No investments were done in 2023. 13. Tangible fixed assets Tangible fixed assets relate to the furniture and office equipment, as well as part of the offices of the company at Hoogoorddreef 62 (Centerpoint) in Amsterdam. Furthermore, the right of use of lease cars has been included under tangible fixed assets. The movement in tangible fixed assets during 2024 was as follows: Real estate in Furniture / Hardware Right of use TOTALown usefixtureslease carsBalance as per 1 January 2,931 423 - 481 3,835Investments - - - 560 560Depreciation -89 -212 - -276 -577Impairment -627 - - - -627Disposals - - -1 -1Balance as per 31 December 2,215 212 - 764 3,190Gross book value 2,475 846 48 1,116 4,534Cumulative depreciation -260 -635 -48 -352 -1,344Tangible fixed assets - Net book value 2,215 212 - 764 3,190 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 84 NSI Annual report 2024 The movement in tangible fixed assets during 2023 was as follows: Real estate in Furniture / Hardware Right of use TOTALown usefixtureslease carsBalance as per 1 January 3,027 635 - 401 4,063Investments - - - 429 429Depreciation -96 -212 - -290 -598Disposals - - - -59 -59Balance as per 31 December 2,931 423 - 481 3,835Gross book value 3,162 846 48 1,158 5,263Cumulative depreciation -231 -423 -48 -677 -1,428Tangible fixed assets - Net book value 2,931 423 - 481 3,835 Impairment in 2024 concerns revaluation of the office of NSI at Hoogoorddreef 62, Amsterdam. 14. Deferred tax assets and liabilities Deferred tax assets are attributable to the following items: 2024 1 January 2024 Movement comprehen-Reclassification 31 December 2024sive income accountInvestment property 38,654 -2,301 - 36,352Losses carried forward 70 1,408 684 2,162Deferred tax assets 38,724 -894 684 38,514 2023 1 January 2023 Movement comprehen-Reclassification 31 December 2023sive income accountInvestment property - 38,654 - 38,654Losses carried forward - 70 - 70Deferred tax assets - 38,724 - 38,724 Deferred tax liabilities are attributable to the following items: 2024 1 January 2024 Movement comprehen-Reclassification 31 December 2024sive income accountInvestment property -2 -427--429Deferred tax liabilities -2 -427--429 2023 1 January 2023 Movement comprehen-Reclassification 31 December 2023sive income accountInvestment property - -2--2Deferred tax liabilities - -2--2 All deferred tax assets and liabilities relate to the entities founded as part of the restructuring undergone in 2023. These entities are no longer part of the fiscal real estate investment trust for tax purposes and are as such liable to pay corporate income tax as Management board report Governance Financial statements Supplementary informationOther informationIntroduction 85 NSI Annual report 2024 from 2023. The deferred tax assets include an amount of €38,514 which relates to the difference between book value and fiscal value of assets and liablities. They also relate to the carry forward of unused tax credits and any unused tax losses. NSI N.V. has concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary. The subsidiary is expected to generate taxable income from 2025 onwards. The losses can be carried forward indefinitely and have no expiry date. The reclassification stated in the movement table for deferred tax assets in 2024 relates to deferred tax previously reported in the balance sheet under current corporate income tax receivable. 15. Other non-current assets 31 December 2024 31 December 2023Lease incentives 10,427 12,069Other non-current assets 10,427 12,069 Lease incentives are straight-lined over the remaining lease terms until the first possible moment of termination by the tenants. Lease incentives contain an amount of € 0.8m to be settled in 2024 (2023: € 2.1m to be settled in 2024). 16. Debtors and other receivables 31 December 2024 31 December 2023Gross debtors 925 1,734Provision for doubtful debts -215 -353Debtors 710 1,381Taxes 247 781Prepayments and accrued income 432 1,295Other current receivables 848 506Debtors and other receivables 2,237 3,963 The largest item recognised under debtors and other accounts receivable concerns debtors (€ 0.9m), mainly tenants who are overdue, which are reported after deduction of a provision for expected credit losses over the term of the receivables. The provision for doubtful debts has been determined based on IFRS 9 guidelines, in line with prior year’s calculations. 17. Cash and cash equivalents 31 December 2024 31 December 2023Bank balances 8,451 202Cash and cash equivalents 8,451 202 The full amount of cash and cash equivalents is freely available. 18. Equity attributable to shareholders Issued share capital As per 31 December 2024 the authorised share capital consisted of 20,155,221 issued and fully paid shares (€ 74.2). The issued shares have a par value of € 3.68 each. In September 2024 NSI completed its € 20.0m share buyback programme. Under this programme, a total of 1,034,629 shares were repurchased and are currently held as treasury shares. As per 31 December 2024, the number of issued shares is 20,155,221, of which 19,120,592 shares outstanding (€70.4m) and 1,034,629 shares held as treasury shares. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 86 NSI Annual report 2024 The movement in issued share capital in 2024 and 2023 was as follows: 2024 2023Balance as per 1 January 74,171 73,800Issuance / repurchase of shares -3,807 -Stock dividend - final distribution prior year - 372Balance as per 31 December 70,364 74,171 The movement in the number of shares issued in 2024 and 2023 was as follows: 2024 2023Balance as per 1 January 20,155,221 20,054,240Stock dividend - final distribution prior year - 100,981Issuance / repurchase of shares -1,034,629 -Balance as per 31 December 19,120,592 20,155,221 The holders of ordinary shares are entitled to receive the dividend declared by the company and to exercise one vote per share at the General Meeting of Shareholders. Share premium reserve The movement in the share premium reserve in 2024 and 2023 was as follows: 2024 2023Balance as per 1 January 915,068 915,447Issuance / repurchase of shares -16,193 -Stock dividend - final distribution prior year - -379Balance as per 31 December 898,876 915,068 The share premium reserve consists of the paid-up capital for ordinary shares in excess of the nominal value. The share premium reserve qualifies as fiscally recognised paid-up capital for Dutch tax purposes. In the movement of the share premium reserve 2023, € 7k transaction costs on the issue of stock dividend is included. Other reserves The movement in the other reserves in 2024 and 2023 was as follows: 2024 2023Balance as per 1 January -136,988 -70,868Profit appropriation -142,370 -31,370Cash dividend - final distribution prior year -15,296 -19,633Cash dividend - interim -14,614 -15,116Balance as per 31 December -309,267 -136,988 Dividend and earnings per share The final dividend for 2024 is to be distributed in the form of cash, shares or a combination of both as proposed by the Manage- ment Board and subject to approval by the General Meeting of Shareholders on 17 April 2025. This proposal was not included as a liability in the balance sheet at 31 December 2024. Number of shares 31 December 2024 31 December 2023Weighted average number of ordinary shares 19,587,785 20,117,872Number of ordinary shares entitled to dividend 19,120,592 20,155,221 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 87 NSI Annual report 2024 Dividend 2024 2023Per share (€) Total Per share (€) TotalInterim dividend paid 0.75 15,111 0.75 15,116Proposed final dividend 0.82 15,679 0.77 15,520Total 1.57 30,790 1.52 30,636 Earnings per share 2024 2023Total result 0.63 -7. 0 8 The calculation of earnings per share at 31 December 2024 is based on the result attributable to ordinary shareholders of € 12.4m (2023: € 142.4m negative) and a weighted average number of outstanding ordinary shares during 2024 of 19,587,785 (2023: 20,117,872). The proposed distribution of the final dividend complies with the fiscal distribution obligation and is in line with the current divi- dend policy to distribute at least 75% of the direct result. Capital management NSI manages equity attributable to shareholders as its capital. NSI prefers to work with an overall conservative capital struc- ture to underpin its real estate activities, to secure the group’s continuity in the long run. The aim is to have at any point in time sufficient balance sheet capacity to pay out dividends, honour all capital commitments and absorb a material fall in appraisal values, be able to fund investment opportunities and stay well within all loan covenants and so not having to resort to forced asset disposals or an equity issue to restore the balance sheet. NSI currently prefers to finance itself through unsecured financing to maintain optimal flexibility. It will also look to manage its balance sheet risk in relation to the other risks inherent to the business (economic cycle risk, leasing risk, development risk etc.). NSI also consistently monitors its fiscal capital base to make sure it meets and continues to meet all the requirements related to its FBI-status. Management seeks to achieve a balance between a higher return that could be achieved through a higher level of debt capital, on the one hand, and the benefits of a healthy financial position, on the other. In addition, management safeguards capital by moni- toring the loan-to- value ratio and the debt owed to credit institutions / equity ratio. The ratio of debt owed to credit institutions / property investments was 33.8% on 31 December 2024 (31 December 2023: 33.0%). The ratio of debt owed to credit institutions / equity was 33.4% / 66.6% on 31 December 2024 (31 December 2023: 32.7% / 67.3%). All bank covenants are monitored proactively and periodically. The main covenants for NSI relate to: • Loan-to-value; • The interest coverage ratio; • Solvency. Furthermore, loans differ in the use or non-use of security, (public) transferability and other possible characteristics such as convertibility, affiliations with indices and inflation. Loan-to-value NSI has the following covenant relating to loan-to-value (LTV): • LTV regarding NSI’s entire portfolio. The maximum LTV must not exceed 60%. As per 31 December 2023, NSI had an LTV covenant of a pool of NSI’s properties regarding the secured financing agreement with BerlinHyp; the maximum individual LTV relating to the specific security must be below 60%). The loan with BerlinHyp was repaid in July 2024. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 88 NSI Annual report 2024 The following table provides an overview of the LTV at group level: LTV (%) Individual LTV's are compliant 2024 2023 2024 2023NSI - group-level 33.8% 33.0% Yes Yes In 2023 and 2024 NSI and its subsidiaries complied with the LTV requirements agreed with banks on both an individual and consolidated level. Furthermore, a number of requirements must be met to achieve and maintain the status of a Dutch real estate investment trust (FBI). One such requirement relates to the maximum LTV (norm: ≤ 60%). The basis for calculating this LTV differs fundamentally from the basis used for financial institutions. For the latter group NSI uses its commercial figures. The figures for tax purposes are used to calculate the LTV to assess the Dutch FBI status. NSI complied with this requirement in 2023 and 2024 for the entities under this regime. Interest coverage ratio NSI had the following covenant relating to the interest coverage ratio (ICR): • Interest coverage ratio for NSI’s entire portfolio must be at least 2.0. At the end of 2023, NSI had an ICR covenant relating to the earlier mentioned secured pool of properties, for which the ICR must be at least 2.0. The table below shows the interest coverage ratio (ICR): ICR Individual ICR's are compliant 2024 2023 2024 2023NSI - group-level 5.1 5.5 Yes Yes In 2023 and 2024 NSI and its subsidiaries complied with the independent and consolidated interest coverage ratio requirements agreed with the banks. Based on our ICR debt covenant of 2.0, NSI could absorb a net rental income decline of ca. 60% before breaching this covenant. Solvency Based on the covenants, adjusted shareholders’ equity at group level must be at least 40%. As per 31 December 2024 this was 67.2% (31 December 2023: 68.1%) in line with the covenants. Other than the requirements ensuing from its status as a fiscal investment institution, the company nor its subsidiaries are subject to any externally imposed capital requirements. 19. Interest bearing loans The development of the interest bearing loans in 2024 and 2023 was as follows: 2024 2023Balance as per 1 January 333,632 351,640Drawn interest bearing loans 75,000 10,000Transaction costs paid - -242Amortisation transaction costs 574 434Repayment of interest bearing loans -80,000 -28,200Balance as per 31 December 329,206 333,632Redemption requirement interest bearing loans 5,000 -Balance as per 31 December 324,206 333,632 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 89 NSI Annual report 2024 The maturities of the loans at 31 December 2024 and 31 December 2023 were as follows: 31 December 2024 31 December 2023Fixed Variable Total Fixed Variable TotalinterestinterestinterestinterestUp to 1 year - 5,000 5,000 - - -From 1 to 2 years 39,974 104,437 144,412 - - -From 2 to 5 years 99,851 - 99,851 89,781 113,935 203,717From 5 to 10 years 79,944 - 79,944 129,916 - 129,916Total 219,769 109,437 329,206 219,697 113,935 333,632Average interest rate 1.9% 4.2% - 2.0% 5.7% -(excl. Interest-rate swaps) In January 2025 part of the revolving credit facility was repaid. In January 2026, a loan of € 40.0m will expire; this can be funded from the undrawn part of the existing revolving credit facility (€ 240.0m). Loans outstanding have a remaining average maturity of 3.5 years (31 December 2023: 4.5 years) The weighted average annual interest rate on the loans and interest-rate swaps at the end of 2024 was 2.9% (31 December 2023: 3.2%). These include margin, utilisation fees and amortised costs and exclude commitment fees. 31 December 2024 31 December 2023Secured Unsecured Total Secured Unsecured TotalloansloansloansloansInterest bearing loans - nominal value 330,000 330,000 55,000 280,000 335,000Amortised costs -794 -79 4 -213 -1,155 -1,368Total 329,206 329,206 54,787 278,845 333,632 During 2024 no financing costs were capitalised (2023: € 0.2m). The financing costs are recognised in the comprehensive income account using the effective interest method. After repayment of the secured loan with BerlinHyp in July 2024, NSI no longer has secured loans. At yearend 2024, as security for loans (up to € 55.0m), mortgages were pledged against investment property valued at € 172.4m, combined with pledges on rental income and maximum LTV requirements. On 31 December 2024 the company’s undrawn committed credit facilities totalled € 240.0m (31 December 2023: € 290.0m). Taking into account the cash and cash equivalents and debts to credit institutions, the remaining undrawn committed credit facility is € 231.3m (31 December 2023: € 279.2m). The fair value of the loans on 31 December 2024 was € 305.3m (31 December 2023: € 311.0m). 20. Other non-current liabilities 31 December 2024 31 December 2023Security deposits 3,838 3,540Lease liabilities 1,810 992Other non-current accounts payable 5,648 4,533 The average term of the leases relating to the security deposits is 2.4 years (31 December 2023: 2.0 years). The net present value of non-current future lease obligations amounts to € 1.8m, consisting of leasehold obligations (€ 1.3m) and car lease obligations (€ 0.5m). Management board report Governance Financial statements Supplementary informationOther informationIntroduction 90 NSI Annual report 2024 21. Debts to credit institutions The item debts to credit institutions concerns cash loans and current account overdrafts with banks. NSI has concluded credit arrangements with a number of banks, of which a part is available as overdraft facility. In the case of cash-pool arrangements, cash and cash equivalents and debts to credit institutions are offset if allowed under IFRS9. The weighted average interest on available credit facilities as per yearend 2024 was 1.3% (yearend 2023: 1.3%) per annum including margin. 31 December 2024 31 December 2023Credit facilities 25,000 25,000Unused 7,866 13,988Debts to credit institutions 17,134 11,012 22. Creditors and other payables 31 December 2024 31 December 2023Creditors 4,635 3,971Taxes 2,968 3,074Interest 169 603Security deposits 1,516 1,770Lease liabilities 544 325Deferred income 7,2 6 6 7,158Accruals 7,894 10,020Other current payables 46 35Creditors and other payables 25,039 26,956 As per 31 December 2024, the net present value included for leasehold obligations amounts to € 0.3m and for car lease obliga- tions € 0.3m. 23. Financial instruments - fair values and risk management Recognition categories and fair values The table on the next page summarises the book values and fair values of financial assets and liabilities, as well as their appli- cable level within the fair value hierarchy. Categories of financial instruments Fair value measurements are categorised into different levels in the fair value hierarchy depending on the input that formed the basis of the valuation techniques applied. The different levels are defined as follows: • Level 1: valuation based on quoted prices in active markets for identical assets or liabilities; • Level 2: valuation of assets or liabilities based on (external) observable information; • Level 3: valuation of assets or liabilities based wholly or partially on (external) unobservable information. Level 2 applies to all financial instruments; a model in which fair value is determined based on directly or indirectly observable market data. In level 2 fair values for over-the-counter derivatives is calculated as the present value of the estimated future cash flows based on observable yield curves obtained by external data sources (e.g. Bloomberg) and valuation statements received from our counterparties These quotes are regularly tested for adequacy by discounting cash flows using the market interest rate for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments that take into account the credit risk of the group entity and the counterparty, when appropriate. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 91 NSI Annual report 2024 31 December 2024 31 December 2023NoteFair value Amortised Fair value Fair value Amortised Fair valuelevelcost pricelevelcost priceFinancial assets valued at amortised cost priceFinancial fixed assets 3 - - 3 - -Debtors and other receivables 16 2 1,558 - 2 1,887 -Cash and cash equivalents 17 1 8,451 - 1 202 -Financial liabilities valued at fair value through profit or lossDerivative financial instruments 2 - 1,606 2 - 1,608Financial liabilities valued at amortised cost priceInterest bearing loans 19 2 329,206 - 2 333,632 -Other non-current liabilities 20 2 5,648 - 2 4,533 -Debts to credit institutions 21 1 17,134 - 2 11,012 -Creditors and other payables 22 2 14,805 - 2 16,724 - Categories of financial instruments The categories of financial instruments are: • AC: Amortised Cost; • FVPL: Fair Value through Profit or Loss; • FVOCI: Fair Value through Other Comprehensive Income. The book value of the financial instruments in the balance sheet and the fair values are as follows: Note Category 31 December 2024 31 December 2023IFR39Book value Fair value Book value Fair valueFinancial fixed assets AC - - - -Other non-current assets 14 AC - - - -Debtors and other receivables 15 AC 1,558 1,558 1,887 1,887Cash and cash equivalents 16 AC 8,451 8,451 202 202Financial assets 10,009 10,009 2,089 2,089Interest bearing loans 18 AC 329,206 305,288 333,632 310,986Derivative financial instruments FVPL 1,606 1,606 1,608 1,608Other non-current liabilities 19 AC 5,648 5,648 4,533 4,533Debts to credit institutions 20 AC 17,134 17,134 11,012 11,012Creditors and other payables 21 AC 14,805 14,805 16,724 16,724Financial liabilities 368,399 344,481 367,509 344,863 On the balance sheet date the derivative financial instruments had the following maturity: 31 December 2024 31 December 2023# contracts Nominal Fair value Fair value # contracts Nominal Fair value Fair value valueassetsliabilitiesvalueassetsliabilitiesFrom 1 to 5 years 1 55,000 - 1,606 1 55,000 - 1,608Total 1 55,000 - 1,606 1 55,000 - 1,608 NSI minimises its interest rate risk by swapping the variable interest it pays on part of its loans for a fixed interest rate by means of a contract with a fixed interest rate of 3.31% (2023: one contract with a fixed interest rate of 3.31%) with a maturity date in 2027 (2023: 2027). The remaining maturity of the derivative is 2.5 years (2023: 3.5 years). NSI is hedged at an interest rate of 3.31% (2023: 3.31%), excluding margin, 16.7% of the total outstanding variable interest loans are now under hedged (2023: over hedged 17.9%), 83.3% of the total volume is hedged (2023: 82.1%). Management board report Governance Financial statements Supplementary informationOther informationIntroduction 92 NSI Annual report 2024 Financial risk management In the normal conduct of business, the group is subject to liquidity risk, including financing and refinancing risk, market risk and credit risk. Overall risk management is focused on the unpredictability of the financial markets and is designed to minimise any negative effects on the group’s business performance. The group closely monitors the financial risks associated with its business and financial instruments. The group is a long-term investor in real estate and therefore applies the principle that the financing of these investments should also be planned for the long term, in accordance with the risk profile of its business. The policy and monitoring of risks are reviewed regularly and adjusted if necessary to reflect changes in market conditions and the group’s operations. Liquidity risk Investing in property is a capital-intensive activity. The property portfolio is financed partly with equity and partly with debt. Funding with debt carries refinancing risks. The potential impact is that there is insufficient liquidity available to meet the compa- ny’s obligations at the moment of the interest payment or repayment. Liquidity risk involves the risk of the group having problems fulfilling its financial obligations. The basic principle of liquidity risk management is that sufficient resources should be kept avail- able, if possible, for the group to fulfil its current and future financial obligations under normal and difficult circumstances and without incurring unacceptable losses or harming the reputation of the group. Liquidity risk management involves ensuring the availability of adequate credit facilities. To spread its liquidity risk, the group has funded its operations with various loans and shareholders’ equity. Furthermore, measures have been taken to ensure a higher occupancy rate and to prevent financial losses resulting from the bankruptcies of tenants. Fluctuations in the company’s liquidity needs are absorbed by undrawn parts of committed credit facilities of € 240.0m (maturity: 1.9 years; 2023: € 290.0m, maturity: 2.9 years). The interest and repayment obligations were safeguarded for 2023 based on the undrawn parts of committed credit facilities, extensions on loans and lease agreements. Maturity dates are spread over time to minimise liquidity risk. The average remaining maturity of loans is 3.5 years (2023: 4.5 years). At year-end 2024 the group had € 25.0m of current account committed credit facilities with banks at its disposal, of which € 17.1m was drawn. The undrawn committed credit facilities of the interest-bearing loans and current account credit facilities amounted to € 247.9m at 31 December 2024. Furthermore, cash and cash equivalents amounted to € 8.5m at 31 December 2024. This brings the total of unused credit facilities and cash and cash equivalents to € 256.4m at 31 December 2024. The contractual periods of the financial liabilities, including the estimated interest payments are stated below: 2024 Book value Contractual cash flowTotal < 6 months 6-12 months 1 - 2 years 2 - 5 years > 5 yearsLoans 329,206 355,818 4,413 4,486 157,722 107,950 81,247Other non-current liabilities 5,648 6,204 - - 1,604 3,393 1,207Debts to credit institutions 17,134 17,134 17,134 - - - -Creditors and other payables 14,805 14,827 14,231 596 - - -Non-derivative financial liabilities 366,793 393,983 35,778 5,082 159,326 111,343 82,455Derivative financial instruments 1,606 830 165 168 332 165 -Total 368,399 394,813 35,943 5,250 159,658 111,508 82,455 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 93 NSI Annual report 2024 2023 Book valueContractual cash flowTotal < 6 months 6-12 months 1 - 2 years 2 - 5 years > 5 yearsLoans 333,632 376,124 5,233 5,291 10,525 222,181 132,894Other non-current liabilities 4,533 4,946 - - 689 2,835 1,422Debts to credit institutions 11,012 11,012 11,012 - - - -Creditors and other payables 16,724 16,733 16,276 457 - - -Non-derivative financial liabilities 365,901 408,816 32,522 5,748 11,213 225,016 134,317Derivative financial instruments 1,608 1,249 178 180 357 534 -Total 367,509 410,064 32,700 5,928 11,570 225,550 134,317 The gross inflow / outflow reflected in these tables show the non-discounted contractual cash flows related to the derivative financial liabilities held for risk management purposes that are generally not terminated before the end of the contractual period. The information shows the net cash flow amounts for derivatives settled net in cash and the gross cash inflows and outflows for derivatives that are simultaneously settled gross in cash. The interest payments on the loans in the above table with variable interest rates and interest rate swaps used for hedging purposes are based on market interest rates at the end of the reporting period. The amounts may change due to changes in market interest rates. It is not expected that the cash flows assumed in the maturity analysis will occur significantly earlier or with significantly different amounts. Market risk Market risk exists because of price changes. The purpose of market risk management is to manage and control market risk exposures within acceptable limits while simultaneously optimising returns. Market risk consists of interest rate risk and foreign currency risk. The group uses derivatives to manage the market risk of volatility of interest rates. Such transactions take place within the guidelines laid down in the treasury policy. There is no remaining currency risk exposure at the end of December 2024. Interest rate risk NSI must at all times meet its obligations under the loans drawn and the interest coverage ratio shows the company’s ability to do so. The interest coverage ratio is calculated as the net rental income divided by the net financing costs. The financing covenants stipulate that the interest coverage ratio may not fall below 2.0. In addition, NSI must comply with the requirements set in terms of its loan-to-value ratio (debts to credit institutions divided by its investments). The financing covenants stipulate that the total amount of loans drawn may not exceed 60% of the value of the underlying investment property. The applicable interest rates on loans are partly dependent on the loan-to-value ratio at the moment the interest rate is being set. If the loan-to-value ratio increases, the interest costs will therefore rise. The ratios to which the company has committed itself in the loan agreements are monitored on a regular basis, at least once every six months. If NSI were not able to meet these criteria and were not able to reach an agreement about this with the banks involved, this could result in the financing arrangements being renegotiated, terminated or prematurely repaid. If NSI does not have sufficient cash or alternative funding sources of funding to meet its obligations, any "default" or "cross-default" situation can occur. At the end of 2024 the interest coverage ratio was 5.1 (31 December 2023: 5.5), which is higher than the level of 2.0 agreed with the banks. Variable-interest rate loans expose NSI to uncertainty about interest expenses. Derivatives are used to manage interest rate risk. NSI's policy regarding the hedging of interest rate risk is defensive by nature, NSI does not take speculative positions. NSI aims to hedge the majority of the outstanding loans for the medium to long term. On 31 December 2024 NSI held financial derivatives with a nominal value of € 55.0m (31 December 2023: € 55.0m) for the purpose of managing the interest rate risk on its loans. Sensitivity of interest rate If the three-month variable interest rate were to rise 100 basis points compared to 31 December 2024, the theoretical interest expenses for 2025 would increase by € 0.6m (2023: increase by € 0.6m), due to a 16.7% exposure on loans to variable interest rates, assuming no changes to the portfolio or financing (including margins). In case the variable interest rate would be 100 basis Management board report Governance Financial statements Supplementary informationOther informationIntroduction 94 NSI Annual report 2024 points lower, the interest expenses would decrease by € 0.6m (2023: decrease by € 0.6m). The financial derivatives are discounted (inclusive and exclusive of derivatives) in this calculation, but potential changes to the fair value of the derivatives are not. Analysis of average interest rates and interest rate revisions The table below shows the effective interest rate (the variable interest rate is based on 3-month Euribor as per 31 December) of financial assets and liabilities for which interest is payable at the balance sheet date, together with the dates when the rates will be reviewed. 2024 Interest rate Total < 1 year 1 - 2 years 2 - 5 years > 5 yearsFixed interest loans 1.9% 219,769 - 39,974 99,851 79,944Variable interest loans 4.2% 54,437 5,000 49,437 - -Fixed interest as a result of swaps 7.5% 55,000 - 55,000 - -Total 3.2% 329,206 5,000 144,412 99,851 79,944Redemption obligations 5,000 5,000 - - -Balance as per 31 December 2024 324,206 - 144,412 99,851 79,944 2023 Interest rate Total < 1 year 1 - 2 years 2 - 5 years > 5 yearsFixed interest loans 2.0% 219,697 - - 89,781 129,916Variable interest loans 5.7% 59,148 - - 59,148 -Fixed interest as a result of swaps 5.2% 54,787 - - 54,787 -Total 3.2% 333,632 - - 203,717 129,916Redemption obligations - - - - -Balance as per 31 December 2023 333,632 - - 203,717 129,916 The total average effective interest rate in 2024 is 3.2% (2023: 3.2%). Credit risk Credit risk is defined as the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet their contractual obligations. Credit risks mainly arise from tenant receivables. The book value of the financial assets represents the maximum exposure to credit risk. The maximum credit risk on the balance sheet date was as follows: 31 December 2024 31 December 2023Financial fixed assets - -Debtors and other receivables 1,558 1,887Cash and cash equivalents 8,451 202Credit risk 10,009 2,089 Banks The risks associated with a possible non-performance by counterparties are minimised by entering into transactions for loans and derivative financial instruments and cash management with various reputable banks. These banks have credit ratings of at least A1 (Moody’s) or A- (Standard & Poor’s). Management actively monitors the credit ratings. Tenants The creditworthiness of tenants is closely monitored by careful screening the credit scores of tenants in advance and by actively monitoring debtor balances. In addition, rent is generally paid in advance and tenants are required to provide collateral for rent payments for a limited period of three months in the form of guarantee payments or bank guarantees. As the tenant base consists of a large number of different parties, there is no concentration of credit risk. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 95 NSI Annual report 2024 The maturity of (gross) receivables was as follows: 31 December 2024 31 December 2023Up to 1 month expired 292 901From 1 to 3 months expired 115 216From 3 months to 1 year expired 246 231More than 1 year expired 272 386Gross debtors 925 1,734 Aside from bank guarantees, security deposits for € 5.4m (2023: € 5.3m) were obtained to cover for potential loss of creditwor- thiness of tenants with regard to the receivables, of which € 1.5m (2023: € 1.8m) is relating to expiring lease contracts within one year. Movement in the provision for impairment of doubtful debts was as follows: 2024 2023Balance as per 1 January 353 349Addition to / release of provision -19 10Write-off bad debts -119 -6Balance as per 31 December 215 353 Impairment losses recognised at 31 December 2024 were related to various tenants who indicated that they would not be able to pay outstanding balances due to the economic circumstances. The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allow- ance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared char- acteristics and the days past due date, adjusted if deemed needed with forward looking information. On this basis the expected loss rate for trade receivables which are less than 90 days expired is below 3.6% and for trade receiva- bles more than 90 days expired these rates are: > 90 days expiredOffices 45.00%HNK 77.15%Other 62.88% 24. Off-balance sheet assets and liabilities Off- balance sheet assets Park Office, Rotterdam - New owner of the building In December 2021 NSI sold the Park Office, Rotterdam asset. NSI agreed a conditional additional payment of € 2.5m (earn-out clause relating to transformation potential), to be paid by the new owner or future owner(s), if an irrevocable environmental permit will be obtained by the owner before 2050. Off- balance sheet liabilities Other The company has entered into investment commitments for an amount of € 3.9m (31 December 2023: €5.4m) relating to invest- ment properties. For maintenance, technical property management, IT-providers etc. the company has entered into other contrac- tual obligations for € 7.2m (31 December 2023: € 6.6m). Management board report Governance Financial statements Supplementary informationOther informationIntroduction 96 NSI Annual report 2024 25. Related parties The following parties qualify as related parties: • The company and its subsidiaries; • Its Supervisory Board members and; • Management Board members. NSI defines its statutory Management Board as “key management personnel”. Interests of major investors Notifications of shareholdings of more than 3% are disclosed under the Dutch Disclosure of Major Holdings in Listed Companies Act. According to the Dutch Authority for the Financial Markets (AFM) the following shareholders hold a stake of more than 3% on 31 December: 31 December 2024 31 December 2023First Sponsor Group Limited 22.0% -Compass Asset Management SA 5.1% -BlackRock Inc. 3.0% 5.6%ICAMAP Investments SARL - 10.0%Clearance Capital Limited - 5.1% Supervisory Board and Management Board Members The members of the Supervisory and Management Boards of NSI N.V. have no direct personal interest in the investments made by NSI N.V., nor did they have such an interest at any time in the past year. The company is not aware of any investment property transactions with persons or institutions that could be considered to have a direct relationship with the company in the reporting year. Remuneration of the Supervisory Board 2024 2023Jan-Willem de Geus 56 59Jan-Willem Dockheer 44 44Margreet Haandrikman 44 44Marlies Janssen (as from 28 February 2024) 36 -Karin Koks-van der Sluis (up to 19 April 2024) 13 48Harm Meijer (up to 19 June 2023) - 20Neo Teck Pheng (as from 30 September 2024) 9 - Remuneration of the Supervisory Board 201 215Waived remuneration Neo Teck Pheng (provision to be released in 2025) -9 -Remuneration Supervisory Board (corrected for waived remuneration) 192 215 A provision was made in 2024 for the Supervisory Board fee and expenses of Mr. Neo based on his time served as member since 1 October 2024. Mr. Neo has waived his SB fee and his right to reimbursement of (travel) expenses. This provision will therefore be released in 2025. The schedule includes the payment the Supervisory Board members receive as a member of the Audit Committee, the Remunera- tion Committee, the Selection & Appointment Committee and the Real Estate Committee. The Supervisory Board members did not hold any shares in the company at the end of 2024. Mr. Neo Teck Pheng is the Group CEO and Executive Director of First Sponsor Group Limited, holding 22.0% of the shares as per 31 December 2024. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 97 NSI Annual report 2024 Remuneration of the Management Board 2024 SalaryVariableSocial Pension Other Total Equity Long term Short termsecurityholding # sharesBernd Stahli 436 - 102 16 21 -12 563 18,600Alianne de Jong (up to 15 November 2023) - - -3 - - - -3 -Elke Snijder (as from 1 May 2024) 247 101 77 11 11 3 450 1,031Remuneration of the Management Board 683 101 176 27 32 -9 1,010 19,631 2023 Salary Variable Social Pension Other Total Equity Long term Short termsecurityholding # sharesBernd Stahli 436 - 82 15 20 2 554 1 7,70 0Alianne de Jong (up to 15 November 2023) 295 - 96 13 14 -9 409 8,522Remuneration of the Management Board 730 - 178 28 34 -7 963 26,222 NSI shares held by directors are purchased at their own risk and expense. The remuneration of the Management Board consists of a base salary, a variable remuneration and secondary employment benefits. The variable component consists of a long-term incentive (LTI) and a short-term incentive (STI). The LTI concerns a rolling cash incentive plan covering a three-year period. As the CFO only started as per 1 May 2024, the LTI of the CFO covers the period May to December 2024. The LTI is capped to 90% of the base salary at the moment of the grant for the CEO and at 45% for the CFO. It is based on the total shareholder return (TSR) during the LTI-period. This TSR takes into account the NSI share price at the beginning and at the end of the period as well as dividends distributed during the period. In addition, NSI’s TSR is compared with a benchmark TSR. The STI concerns an annual performance related cash incentive. The collective performance measures in the STI represent short- term results needed for sustainable value creation with respect to the most important achievement areas of the company. These could include occupancy rate, like-for-like net rental income, EPRA earnings per share, organisational targets like personnel reten- tion rate and sustainability performance. Next to these collective measures the company could also apply individual targets, related to the individual roles of the members and specific short-term achievements needed for NSI. The STI is capped to 24% of the base salary for the CEO and to 36% of the base salary for the CFO. The variable remuneration is a cash-settled, share-based payment transaction. Its allocation is paid in cash under the condition that the respective Management Board member uses two-thirds of the net amount of the LTI and one-third of the net amount of the STI to purchase NSI shares until the shareholding requirement has been met. During 2024, no LTI remuneration was paid; the variable remuneration paid to the CEO amounted to € 98k (STI) and for the former CFO to € 100k (STI). The provision included in the balance sheet as per end of December 2024 amounts to € 269k. The provisions for the CEO and CFO on 31 December 2024 amount to respectively € 91k (STI) and € 178k (LTI of € 101k, STI of € 77k). The variable component in the remuneration overviews consists of the balance of the release of prior year provisions versus the actual payments made to the Management Board and the additional provision taken in the course of 2024. No share options and no loans No members of the Management Board or Supervisory Board hold option rights in NSI N.V.. No loans, advances or guarantees have been provided to members of the Management Board or Supervisory Board by NSI N.V.. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 98 NSI Annual report 2024 26. Subsidiaries The following subsidiaries are included in the consolidated financial statements: 31 December 2024 31 December 2023NSI Real Estate B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Kantoren B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed I B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed IV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed V B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed IX B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed X B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIX B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed B.V. Amsterdam, The Netherlands 100.0%100.0%NSI Vastgoed I B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed II B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed III B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed IV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed V B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed VIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed IX B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed X B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed I B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed II B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XLIV B.V. Amsterdam, The Netherlands 100.0% -NSI Vastgoed XLIV B.V. Amsterdam, The Netherlands 100.0% -NSI Vastgoed B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Flexoffices B.V. Amsterdam, The Netherlands 100.0% 100.0%HNK Vastgoed B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed II B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed III B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XV B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVI B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XVIII B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed XIX B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Vastgoed III B.V. Amsterdam, The Netherlands 100.0% 100.0%HNK Services B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Development B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Projects I B.V. Amsterdam, The Netherlands 100.0% 100.0%NSI Projects II B.V. Amsterdam, The Netherlands - 100.0%NSI Projects III B.V. Amsterdam, The Netherlands - 100.0% Management board report Governance Financial statements Supplementary informationOther informationIntroduction 99 NSI Annual report 2024 Company balance sheet (before proposed profit appropriation) For the year ended 31 December 2024 ( x € 1,000) Note 31 December 2024 31 December 2023 Assets Intangible fixed assets 29 32 Tangible fixed assets 975 904 Financial fixed assets 1 1,007,385 1,053,066 Non-current assets 1,008,389 1,054,001 Debtors and other receivables 374 7,79 2 Cash and cash equivalents 5 5 Current assets 378 7,797 Total assets 1,008,768 1,061,798 Shareholders' equity Issued share capital 2 70,364 74,171 Share premium reserve 2 898,876 915,068 Participations reserve 2 81,540 103,835 Retained earnings 2 -390,807 -240,823 Total result for the year 2 12,372 -142,370 Shareholders' equity 672,344 709,882 Liabilities Interest bearing loans 324,206 333,632 Derivative financial instruments 1,606 1,608 Other non-current liabilities -1,017 275 Non-current liabilities 324,795 335,515 Redemption requirement interest bearing loans 5,000 Debts to credit institutions 13,898 11,012 Creditors and other payables -7,271 5,389 Current liabilities 11,628 16,401 Total liabilities 336,423 351,916 Total shareholders' equity and liabilities 1,008,768 1,061,798 The notes on pages 101 to 104 form an integral part of these company financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 100 NSI Annual report 2024 Company income statement For the year ended 31 December 2024 ( x € 1,000) Note 2024 2023 Administrative costs 3 -4,101 -4,563 Impairment of tangible and intangible fixed assets -627 - Financing income 4 34,254 8 Financing costs 4 -13,186 -10,703 Movement in market value of financial derivatives 4 2 -2,771 Net financing result 21,070 -13,465 Corporate result before tax 16,342 -18,028 Corporate income tax Corporate result after tax 16,342 -18,028 Result from participations -3,970 -124,342 Total result for the year 12,372 -142,370 The notes on pages 101 to 104 form an integral part of these company financial statements. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 101 NSI Annual report 2024 Notes to the company financial statements General NSI N.V. exclusively performs holding activities. NSI’s structure as described in the notes to the consolidated financial statements also applies to the company financial statements. The company financial statements have been prepared in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code regarding financial reporting. In the preparation of its financial statements, the company has also applied the provisions for the contents of financial reporting by investment institutions pursuant to the Dutch Financial Super- vision Act. Principles of determination of the result The company financial statements have been prepared in accordance with Article 362 Paragraph 8 Book 2 of the Dutch Civil Code. This means that the principles for the processing and valuation of assets and liabilities and the determination of the result as described in the disclosure to the consolidated financial statements also apply to the company financial statements, unless stated otherwise. These principles also include the classification and presentation of financial instruments, being equity instru- ments or financial liabilities. For a description of these principles, please refer to pages 67 to 73. If required notes have been incorporated in the consolidated financial statements these notes have not been incorporated here. Financial fixed assets Shares in group companies are valued at net asset value. In determining the net asset value, all assets, liabilities and profits and losses are subject to the accounting principles used for the consolidated financial statements, in accordance with the provisions of Article 362 Paragraph 8 (final sentence) of Book 2 of the Dutch Civil Code. All receivables from group companies are considered as an extension of net investments in group companies. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 102 NSI Annual report 2024 1. Financial fixed assets 31 December 2024 31 December 2023 Balance as per 1 January 1,053,066 1,257,092 Result from participations -3,970 -124,342 Dividend received from group companies -808 - Changes in receivables from group companies -40,903 -79,684 Balance as per 31 December 1,007,385 1,053,066 2. Shareholders equity 2024 Issued share capital Share premium reserve (Statutory) participations reserve Retained earnings Result for the year Shareholders' equity Balance as per 1 January 2024 74,171 915,068 103,835 -240,823 -142,370 709,882 Total result for the year - - - - 12,372 12,372 Total comprehensive income for the year - - - - 12,372 12,372 Profit appropriation - 2023 - - - -142,370 142,370 - Issuance / repurchase of shares -3,807 -16,193 - - - -20,000 Distribution final dividend - 2023 - - - -15,296 - -15,296 Interim dividend - 2024 - - - -14,614 - -14,614 Realised revaluation - - -7 11 711 - - Addition to participations reserve - - -21,585 21,585 - - Contributions from and to shareholders -3,807 -16,193 -22,295 -149,984 142,370 -49,910 Balance as per 31 December 2024 70,364 898,876 81,540 -390,807 12,372 672,344 2023 Issued share capital Share premium reserve (Statutory) participations reserve Retained earn- ings Result for the year Shareholders' equity Balance as per 1 January 2023 73,800 915,447 206,861 -277,729 -31,370 887,008 Total result for the year - - - - -142,370 -142,370 Total comprehensive income for the year - - - - -142,370 -142,370 Profit appropriation - 2022 - - - -31,370 31,370 - Distribution final dividend - 2022 372 -379 - -19,633 - -19,640 Interim dividend - 2023 - - - -15,116 - -15,116 Addition to participations reserve - - -103,026 103,026 - - Contributions from and to shareholders 372 -379 -103,026 36,906 31,370 -34,757 Balance as per 31 December 2023 74,171 915,068 103,835 -240,823 -142,370 709,882 Both the retained earnings reserve and the share premium reserve are available for distribution as dividend as long as the capital contribution test is met. For further details on movements in shareholders’ equity, please refer to the consolidated financial statements (see disclosure 18 to the consolidated financial statements). Management board report Governance Financial statements Supplementary informationOther informationIntroduction 103 NSI Annual report 2024 Statutory reserves The statutory reserves in the company balance sheet are reserves which must be retained pursuant to the Dutch Civil Code and consist of the participation reserve and the reserve for foreign currency translation. Participation reserve The participation reserve relates to a revaluation reserve on the investment properties in the subsidiaries and consists of the cumulative positive (unrealised) revaluations of these investments. This statutory reserve is a non-distributable reserve in accord- ance with the Dutch Civil Code. The revaluation reserve was determined at individual property level in 2023 and 2024, before appropriation of profits. Dividend Taking into consideration the interim dividend of € 0.75 per share already distributed (2023: € 0.75; adjusted for stock consolida- tion), a final dividend of € 0.82 per share has been proposed (2023: € 0.77). Proposed profit appropriation The Articles of Association of NSI N.V. stipulate that the allocation of the result after tax for the financial year is determined by the General Meeting of Shareholders. For the 2024 financial year the Management Board, with the approval of the Supervisory Board and in line with the applicable dividend policy (i.e. a pay-out of at least 75% of the direct result), has proposed a final divi- dend of € 0.82 per share. This puts the total dividend for 2024 at € 1.57 per share, of which € 0.75 per share was already distributed as an interim divi- dend in August 2024. Subject to the approval of the General Meeting of Shareholders, NSI will offer shareholders the option to receive the final dividend in cash and/or fully or partly in shares. Based on the number of outstanding shares eligible for dividend (19,120,592), the total amount of the final dividend is € 15.7m and will be withdrawn from the retained earnings (excluding divi- dend paid in shares). Provided that the General Meeting of Shareholders approves this dividend proposal, the final dividend will be made payable from 14 May 2025. 2024 Total result for the year - 2024 12,372 Interim dividend - 2024 -15,111 Proposed final dividend - 2024 -15,679 On balance added to the reserves -18,417 NSI is offering shareholders the option to receive this final dividend in cash and / or partly in shares. In anticipation of a decision on the matter by the General Meeting of Shareholders the non-allocated result after tax for the financial year is accounted for separately in equity as the result for the financial year. 3. Administrative costs 2024 2023 Salaries and wages -5,131 -5,293 Social security -629 -624 Pensions -355 -367 Depreciation right of use tangible fixed assets -240 -267 Other staff costs -790 -1,274 Staff costs -7,146 -7,825 Compensation supervisory board -245 -252 Depreciation and amortisation -325 -348 Other office costs -1,211 -1,373 Office costs -1,536 -1,721 Audit, consultancy and valuation costs -1,656 -1,772 Other administrative costs -908 -1,053 Administrative costs -11,492 -12,624 Allocated administrative costs 7,391 8,061 Administrative costs -4,101 -4,563 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 104 NSI Annual report 2024 4. Net financing result 2024 2023 Interest income 34,254 8 Financing income 34,254 8 Interest costs -11,902 -10,211 Other financing costs -1,284 -492 Financing costs -13,186 -10,703 Movement in market value of financial derivatives 2 -2,771 Net financing result 21,070 -13,465 5. Off-balance sheet commitments and contingencies NSI N.V. has issued guarantees for its 100%-owned subsidiary companies in accordance with Article 403, Book 2 of the Dutch Civil Code. NSI N.V. is part of a tax group for Dutch sales tax, and is therefore jointly and severally liable for the tax payable by the tax group as a whole. 6. Audit fees PricewaterhouseCoopers Accountants N.V. charged the following fees to NSI and its subsidiaries: 2024 2023 Audit financial statements -245 -356 Other audit related services -80 -93 Audit financial statements -325 -449 In the 2024 financial year, an amount of € 245k of audit fees was charged by PricewaterhouseCoopers Accountants N.V. to the result (2023: € 356k). The audit fees charged in 2024 are related to the audit of 2023 accounts (€ 152k) and the audit of the 2024 accounts (€ 93k). Other audit related services in 2024 consist of ESG audit fees for 2023 (€ 83k) and 2024 (€ 89k). 7. Events after balance sheet date There have been no events after balance sheet date. Amsterdam, 6 March 2024 The Management Board Bernd Stahli, CEO Elke Snijder, CFO The Supervisory Board Jan-Willem de Geus, Chairman Jan-Willem Dockheer Margreet Haandrikman Marlies Janssen Neo Teck Pheng Management board report Governance Financial statements Supplementary informationOther informationIntroduction 105 NSI Annual report 2024105 NSI Annual report 2024 Other information Statutory provision in respect of prot appropriation 106 Independent auditor’s report 107 Assurance report of the independent auditor 116 Content Management board report Governance Financial statements Supplementary informationOther informationIntroduction 106 NSI Annual report 2024 The provisions in respect of the appropriation of profit are provided for in Article 21 of the Articles of Association of the company. The profit is at the disposal of the General Meeting of Shareholders. The company may only make distributions to shareholders to the extent that shareholders’ equity exceeds the amount of paid-up and called-up capital, plus the reserves that must be held by law or in accordance with the Articles of Association. Insofar as possible and justified by law, the company may distribute an interim dividend as proposed by the Management Board and subject to the approval of the Supervisory Board. Statutory provision in respect of profit appropriation Management board report Governance Financial statements Supplementary informationOther informationIntroduction 107 NSI Annual report 2024 Independent auditor’s report To: the general meeting and the supervisory board of NSI N.V. Report on the audit of the financial statements 2024 Our opinion In our opinion: • the consolidated financial statements of NSI N.V. together with its subsidiaries (‘the Group’) give a true and fair view of the financial position of the Group as at 31 December 2024 and of its result and cash flows for the year then ended inaccordance with IFRS Accounting Standards as adopted by the European Union (‘EU’) and with Part 9 of Book 2 of theDutch Civil Code; • the company financial statements of NSI N.V. (‘the Company’) give a true and fair view of the financial position of the Company as at 31 December 2024 and of its result for the year then ended in accordance with Part 9 of Book 2 of theDutch Civil. What we have audited We have audited the accompanying financial statements 2024 of NSI N.V., Amsterdam. The financial statements comprise the consoli- dated financial statements of the Group and the company financial statements. The consolidated financial statements comprise: • the consolidated statement of financial position as at 31 December 2024; • the following statements for 2024: the consolidated statement of comprehensive income, consolidated statement ofchanges in equity and consolidated cash flow statement; and • the notes to the financial statements, including material accounting policy information and other explanatory information. The company financial statements comprise: • the company balance sheet as at 31 December 2024; • the company income statement for the year then ended; and • the notes, comprising a summary of the accounting policies applied and other explanatory information. The financial reporting framework applied in the preparation of the financial statements is IFRS Accounting Standards as adopted by the EU and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of the Dutch Civil Code for the company financial statements. The basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial statements’ of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of NSI N.V. in accordance with the European Union Regulation on specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional Accountants, a regu- lation 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). Our audit approach We designed our audit procedures with respect to the key audit matters, fraud and going concern, and the matters resulting from that, in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in support of our opinion, such as our findings and observations related to individual key audit matters, the audit approach fraud risk and the audit approach going concern was addressed in this context, and we do not provide separate opinions or conclusions on these matters. PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357, 1006 BJ Amsterdam, the Netherlands, T: +31 (0) 88 792 00 20, www.pwc.nl ‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 108 NSI Annual report 2024 Overview and context NSI N.V. is a real estate company, primarily focussing on offices. The investment property is held to generate rental income or to benefit from an increase in value, or a combination of both. The Group is comprised of several components and therefore we considered our group audit scope and approach as set out in the section ‘The scope of our group audit’. We paid specific attention to the areas of focus driven by the operations of the Group, as set out below. The Group continued to sell some properties of their existing investment property portfolio. One acquisition took place in 2024. NSI N.V. has classified three projects as investment property under construction, which require significant investments by NSI N.V. The correct accounting of the capital expenditure and sales relating to investment properties have been addressed as part of our audit. Another area of focus, that is not considered as key audit matter, is the rental income which is a key performance indi- cator for the Group. As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial state- ments. In particular, we considered where the management board made important judgements and significant accounting esti- mates. Refer for further details to our key audit matters. In the section ‘Basis for preparation’ in the consolidated financial state- ments, Company describes the areas of judgement in applying accounting policies and the key sources of estimation uncertainty. Given the significant estimation uncertainty and the related higher inherent risks of material misstatement in the valuation of investment property, we considered this matter as key audit matter as set out in the section ‘Key audit matters’ of this report. Also, due to a change in FBI legislation NSI has undergone a restructuring in which most of the properties are now in separate entities, which are subject to corporate income tax. As a result of the reorganization, a discrepancy has emerged between the fiscal value and the book value, resulting in the creation of a deferred tax asset in financial year 2023. The Deferred tax assets are subject to significant risk of misstatement either through error or management bias. We therefore considered this area as a key audit matter. NSI N.V. assessed the possible effects of climate change on its financial position, refer to ‘Risk management and internal control’ in the management board report where the client disclosed the risk related to climate change. We discussed NSI N.V.’s assess- ment and governance thereof with the management board and evaluated the potential impact on the financial position including underlying assumptions and estimates underlying the valuation of investment property, but did not identify climate related risks as a separate key audit matter. We ensured that the audit team included the appropriate skills and competences which are needed for the audit of a real estate company. We therefore included experts and specialists in the areas of amongst others real estate valuation and sustainability in our team. The outline of our audit approach was as follows: Materiality • Overall materiality: €5.042.000 • Specic materiality: €2.096.000 Audit scope • We conducted the audit work centrally, given the fact that the group audit team was able to conduct all audit procedures. Key audit matters • Signicant assumption in the valuation of investment property; and • Signicant assumption in the Deferred tax assets. Materiality The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our responsibili- ties for the audit of the financial statements’. Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall materi- ality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in aggregate, on the financial statements as a whole and on our opinion. We evaluated our materiality benchmark compared to prior year and determined a change in our materiality by determining an overall materiality and specific materiality based on the best practices of other listed real estate companies. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 109 NSI Annual report 2024 We applied a specific materiality to all income statement line items (and related balance sheet items) except for ‘Revaluation of investment property’, ‘Net result on sale of investment property’, and ‘Movement in market value of financial derivatives’. Overall materiality Specic materiality Overall materiality €5.042.000 (2023: €5.324.000). €2.096.000 (2023: €2.047.000). Basis for determining materiality We used our professional judgement to determine overall materiality. As a basis for our judgement, we used 0,75% of shareholders’ equity as included in the statement of nancial position for the year ended 31 December 2024. We used 5% of the result before tax, adjusted for the net result on the sale of investment property, revaluation of investment property, movement in market value of nancial derivatives and other income and costs. Rationale for benchmark applied We used shareholders’ equity as the primary benchmark, a generally accepted auditing practi- ce, based on our analysis of the common informa- tion needs of the users of the nancial statements. On this basis, we believe that shareholders’ equity is the most relevant metric for the nancial perfor- mance of the Company. We have applied this benchmark as it is an impor- tant measure for the nancial performance of the Company’s investment property portfolio and is therefore deemed relevant for the investors and other users of the nancial statements. We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative reasons. We agreed with the supervisory board that we would report to them any misstatement identified during our audit above €252.000 (2023: €266.000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. The scope of our group audit NSI N.V. is the parent company of a group of entities. The financial information of this group is included in the consolidated finan- cial statements of NSI N.V. For NSI N.V. and all its subsidiaries, the group audit team was able to conduct the audit procedures centrally from the head office of NSI N.V. and no use has been made of other auditors. The audit team has determined per financial statement line item which audit procedures needed to be performed in relation to the audit of the consolidated financial statements. For the ERP system, the management board makes use of an external service provider. As part of our audit procedures, we evaluated the SOC 1 type 2 assurance reports that include the scope and the results of the procedures performed rendered by the independent auditor of the external service provider. Furthermore, we assessed the objectivity and competence of the inde- pendent auditor of the service organization and we evaluated the design and tested the operating effectiveness of the internal controls in place at NSI N.V. over the outsourced services. In addition to the reliance on the SOC1 report we have performed substantive testing procedures. We are of the opinion that we have been able to obtain sufficient and appropriate audit evidence regarding the financial informa- tion of the Group as a whole to provide a basis for our 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 NSI N.V. and its environment and the components of the internal control system. This included the management board’s risk assessment process, the management board’s process for responding to the risks of fraud and moni- toring the internal control system and how the supervisory board exercised oversight, as well as the outcomes. We refer to section “Risk management and internal control” of the management report for management’s fraud risk assessment. We evaluated the design and relevant aspects of the internal control system with respect to the risks of material misstatements due to fraud and in particular the fraud risk assessment, [as well as the code of conduct, whistleblower procedures and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effective- ness of internal controls designed to mitigate fraud risks. We asked members of the management board, lower management and the supervisory board whether they are aware of any actual or suspected fraud. This did not result in signals of actual or suspected fraud that may lead to a material misstatement. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 110 NSI Annual report 2024 As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misap- propriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. We identified the following fraud risks and performed the following specific procedures: Identied fraud risks Our audit work and observations The risk of management override of controls The management board is in a unique position toperpetrate fraud because of management’s ability tomanipulate accounting records and prepare fraudulentnancial statements by overriding controls thatotherwise appear to be operating effectively. That iswhy, in all our audits, we pay attention to the risk ofmanagement override of controls, including risks ofpotential misstatements due to fraud based on ananalysis of potential interests of the managementboard. This includes the risk of bias by themanagement board when setting assumptions. In this respect, we gave specic consideration to: • the appropriateness of journal entries and otheradjustments made in the preparation of thenancial statements; • possible management bias in managementboard’s estimates; and • signicant transactions, if any, that are outsidethe normal course of busi- ness for the entity. Where relevant to our audit, we evaluated the design of the internal control measures that are intended to mitigate the risk of management override of controls and tested the operational effectiveness of the measures in the processes of generating and processing journal entries, recognition and accounting for estimates. We also paid specic attention to the access sa- feguards in the IT system and the possibility that these lead to violations of the segregation of duties. We concluded that we, in the context of our audit, could rely on the internal control procedures relevant to this risk. The risk of fraudulent nancial reporting through overstating rental income As part of our risk assessment and based on a presumption that there are risks of fraud in revenue recognition, we evaluated which types of revenue transactions or assertions give rise to the risk of fraud in revenue recognition. Because rental income is a key performance indicator for the Group, we have identied an inherent risk in overstating revenue by the management board, especially in recognising ctitious rental income or improper accounting of lease incentives. Where relevant to our audit, we assessed the design and tested the ope- rational effectiveness of the internal control measures related to revenue reporting and in the processes for generating and processing journal entries related to the rental income. We also paid specic attention to the access safeguards in the IT system and the possibility that these lead to violations of the segregation of duties. We concluded that we, in the context of our audit, could rely on the internal control procedures relevant to this risk. We have performed analytics on the rental income per property and per month. We tested a sample of the rental income transactions by tracing the trans- actions back to the rental contracts and indexation letter to assess if it is recorded accurate and occurred. We also assessed the accounting policy for the accounting of lease incentives, tested for a sample the accuracy and occurrence of the lease incentive amount recognised by tracing the lease incentive back to the rental contracts and recalculated the amount of straight-lined rent recognised in the rental income. Our audit procedures did not lead to specic indications of fraud or suspicions of fraud with respect to the accuracy and occurrence of the rental income. The risk of kickbacks paid to the management board or employees when selling investment property As part of our risk assess- ment, we have identied an inherent risk that kick-backs could be paid to the management board and/or employees in exchanges for unfavourable trans- action prices in the purchase or sale of investment properties. During 2024 three sales took place and one acquisition. Where relevant to our audit, we assessed the design and tested the ope- rational effectiveness of the internal control measures related to sales of investment properties, in which we have paid attention to the third party due diligence process (background checks regarding purchasers of investment properties). We concluded that we, in the context of our audit, could rely on the internal control procedures relevant to this risk. Furthermore, we performed the following procedures: • veried for all sales of investment properties that agreements are signed by two employees of NSI N.V., in line with the approved authorisation matrix; • obtained for all transactions the nal notary statements and deeds of delivery; • veried with Land Registry information if for sales transactions have taken place within one year (or as far as possible within one year) after the sale by NSI N.V.; • tested a sample of the cost incurred in relation to sales and evaluated the reasonableness of expenses incurred; • compared the sales price to the book value based on the latest valuation report for nancial reporting. Our audit procedures did not lead to specic indications of fraud or suspici- ons of fraud with respect to the acquisitions and sales. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 111 NSI Annual report 2024 We incorporated an element of unpredictability in our audit. We reviewed lawyer’s letters and correspondence with regulators. During the audit, we remained alert to indications of fraud. Furthermore, we considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance with laws and regulations. Audit approach going concern The management board prepared the financial statements on the assumption that the entity is a going concern and that it will continue all its operations for at least 12 months from the date of preparation of the financial statements. Our procedures to evaluate the management board’s going-concern assessment included, amongst others: • Considering whether management board’s liquidity and solvency assessment includes all relevant information of which we are aware as a result of our audit, such as the expected capital expenditure in the development projects and the (re)financing of external loans on maturity date; • Inquire with the management board regarding management board’s most important assumptions, such as the start date and expected capital expenditure of the development projects and the terms and conditions of (re)financing of external loans, underlying their going concern assessment and considering whether the management board identified events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern (hereafter: going concern risks); • Analysing the financial position per balance sheet date in relation to the financial position per prior year balance sheet date to assess whether events or circumstances exist that may lead to a going concern risk; • Performing inquiries of the management board as to their knowledge of going concern risks beyond the period of management board’s assessment. Our procedures did not result in outcomes contrary to the management board’s assumptions and judgments used in the applica- tion of the going-concern assumption. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have communicated the key audit matters to thesupervisory board. The key audit matters are not a comprehen- sive reflection of all matters identified by our audit and that we discussed. In this section, we described the key audit matters and included a summary of the audit procedures we performed on those matters. As the key audit matter is related to the nature of the operations of NSI N.V. and there are no significant changes in the strategy and business of NSI N.V., we have no changes in the key audit matters to report compared to prior year. Identied fraud risks Our audit work and observations Signicant assumption in the valuation of investment property [reference to note 11 in the annual report] The Group’s investment property portfolio comprises mainly ofces. At 31 December 2024 the carrying value of the Group’s investment property port- folio was €989 million (2023: €1,029 million). Investment properties are valued at fair value at reporting date using the income capitalisation approach as the applied valuation method. The fair va- lue of investment properties is on the one hand depending on the data input into the valuation models, such as: rental income, duration of the contract and square meters. On the other hand, and most important to our audit, given the sensitivity and impact on the outcome, the valuation is depending on a signicant assumption, being the capitalisation rate. Primary factors, which inuence this signicant assumption, are general market conditions and the individual nature, condition and location of each property. At the end of each reporting period, the management board determines the fair value of its investment property portfolio in accordance with the require- ments of IAS 40 and IFRS 13. All properties are bi-annually externally apprai- sed by an external valuation expert, appointed by the management board. As the valuation of investment property is inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in assumptions may have a signicant effect on the outcome given the relative size of the investment property balance. For the external valuation experts appointed by the management board, which we have identied as management experts in our audit, we have asses- sed the competence and capabilities of the external valuation experts by amongst others checking the registration of the qualication of the external valuation experts and checking the membership of a professional association for the external valuation expert organisations. We furthermore read the terms of engagements and discussed with the external valuation experts the context and environment in which they have worked with the persons within the Group responsible for the valuation process, to determine whether there were any matters that might have affected their objectivity or may have imposed scope limitations upon their work. We also considered other engagements, which might exist between the Group and the external valuation experts’ organisations. In relation to the signicant assumption in the valuation of investment property we have: • evaluated that the management board has designed and implemented appropriate internal controls on the valuation process; • evaluated the valuation methods as applied by the management board and management experts, as included in the valuation reports; • evaluated the signicant assumption made by the management board and the management expert by assessing the movements of the signicant as- sumption in the valuation reports based on the overall shifts in the market conditions in which the group invests, based on the latest public property market data; • for a risk-based selection of valuation reports, we have challenged the (signicant) assumptions used (including the capitalisation rate and market rent levels) against available market data. We have involved our internal real estate valuation experts in these assessments. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 112 NSI Annual report 2024 Identied fraud risks Our audit work and observations This also effects the revaluation gains that directly impact the statement of comprehensive income. As a result, the valuation of investment property is subject to signicant risk of misstatement either through error or manage- ment bias (fraud). We therefore considered this area as a key audit matter. Furthermore, we have: • reconciled the nal valuation reports with the fair value in the Group’s accounting records; • checked for each management expert the mathematical accuracy of the valuation model used; • checked for a sample of leases, that the standing data included in the valuation report such as rental income, the duration of lease contracts and square metres was supported by audit evidence; • discussed with the management’s experts the incorporation of energy labels in their assessment of the market value of the investment properties; • veried that all investment properties in operation have the minimum required energy label that ofce buildings need to have per 1 January 2024 to be able to operate; and • assessed and corroborated the adequacy and appropriateness of the disclosure, including the sensitivity disclosures, made in the consolidated nancial statements. Based on the work performed, we found that investment property related data and the signicant assumptions were supported by available evidence. In addition, we evaluated whether the information received from the manage- ment board and the audit evidence obtained, provided indications of manage- ment bias. We found no such indication. Signicant assumption in the Deferred tax assets [reference to note 14 in the annual report] Due to a change in legislation, as from 2025 FBI’s can no longer directly invest in Dutch real estate. In 2023, NSI has undergone a restructuring in which most of the properties are now in separate entities, which are subject to corporate income tax. NSI N.V. remained an FBI at least to the end of 2024. As result of the restructuring a Deferred tax asset was recognised. Deferred tax assets are recognised as income tax to be reclaimed in future periods relating to offsetable temporary differences between book value and the scal value of assets and liabilities. They also relate to the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is proba- ble that future taxable benets will be available against which unused tax losses and tax credits can be utilised. Deferred tax assets are only recognised if it is likely that the temporary differences will be settled in the near future and sufcient taxable prot will be available for settlement. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufcient taxable prot will be available to allow all or part of the deferred tax asset to be utilised. The basis of the deferred tax asset is the differences between the book value and their scal book value. Based on the assessment of management a Deferred tax asset has been formed ad. €38,514 million (2023: €38,654 million). This also effects the Corporate income tax that directly impact the statement of comprehensive income. As a result, the Deferred tax assets are subject to signicant risk of misstatement either through error or management bias (fraud). We therefore considered this area as a key audit matter. In relation to the signicant assumption in the deferred tax asset we have: • evaluated that the management board has designed and implemented ap- propriate internal controls on the valuation process (book value and scal value), refer also to Signicant assumption in the valuation of investment property; • evaluated the calculation methods as applied by the management board; • evaluated the signicant assumption made by the management board by assessing the cashow forecast of the standalone entities in the deferred tax asset calculation; • evaluated the applied tax rates for calculating the deferred tax asset. • for the deferred tax asset calculation, we have challenged the (signicant) assumptions used (including the book value, scal value and tax rate used) against normal market practice. Based on the work performed, we found that the signicant assumptions were supported by available evidence. In addition, we evaluated whether the information received from the manage- ment board and the audit evidence obtained, provided indications of manage- ment bias. We found no such indication. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 113 NSI Annual report 2024 Report on the other information included in the annual report The annual report contains other information. This includes all information in the annual report in addition to the financial state- ments and our auditor’s report thereon. Based on the procedures performed as set out below, we conclude that the other information: • is consistent with the financial statements and does not contain material misstatements; and • contains all the information regarding the directors’ report and the other information that is required by Part 9 of Book 2 and regarding the remuneration report required by the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code. We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial state- ments or otherwise, we have considered whether the other information contains material misstatements. By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those procedures performed in our audit of the financial statements. The management boardis responsible for the preparation of the other information, including the directors’ report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. The management board and the supervisory board are responsible for ensuring that the remuneration report is drawn up and published in accordance with sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code. Report on other legal and regulatory requirements and ESEF Our appointment We were appointed as auditors of NSI N.V. on 29 April 2016 by the supervisory board. This followed the passing of a resolution by the shareholders at the annual general meeting held on 29 April 2016. Our appointment has been renewed annually by share- holders and now represents a total period of uninterrupted engagement of 9 years. European Single Electronic Format (ESEF) NSI N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/ 815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion, the annual report prepared in XHTML format, including the marked-up consolidated financial statements, as included in the reporting package by NSI N.V., complies in all material respects with the RTS on ESEF. The management boardis responsible for preparing the annual report, including the financial statements in accordance with the RTS on ESEF, whereby the management board combines the various components into a single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assuranceopdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our examination included amongst others: • Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting package. • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: – obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF; – examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 114 NSI Annual report 2024 No prohibited non-audit services To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of the European Regulation on specific requirements regarding statutory audit of public-interest entities. Services rendered The services, in addition to the audit, that we have provided to the Company or its controlled entities, for the period to which our statutory audit relates, are disclosed in note 6 to the company financial statements. Responsibilities for the financial statements and the audit The management board is responsible for: • the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as adopted by the EU and Part 9 of Book 2 of the Dutch Civil Code; and for • such internal control as the management board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the management boardis responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the management board should prepare the financial statements using the going-concern basis of accounting unless the management board either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The management board should disclose in the financial statements any event and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern. The supervisory board is responsible for overseeing the Company’s financial reporting process. Our responsibilities for the audit of the financial statements Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high but not absolute level of assurance, and is not a guarantee that an audit conducted in accordance with the Dutch Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise due to fraud or error. They are considered material if, individually or in the aggregate, they could reason- ably be expected to influence the economic decisions of users taken on the basis of the financial statements. Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstate- ments on our opinion. A more detailed description of our responsibilities is set out in the appendix to our report. Amsterdam, 6 March 2025 PricewaterhouseCoopers Accountants N.V. Originally signed by A.A. Meijer RA Management board report Governance Financial statements Supplementary informationOther informationIntroduction 115 NSI Annual report 2024 Appendix to our auditor’s report on the financial statements 2024 of NSI N.V. In addition to what is included in our auditor’s report, we have further set out in this appendix our responsibilities for the audit of the financial statements and explained what an audit involves. The auditor’s responsibilities for the audit of the financial statements We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things of the following: • 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 appro- priate 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 intentional 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. • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclo- sures made by the management board. • Concluding on the appropriateness of the management board’s use of the going-concern basis of accounting, and based on the audit evidence obtained, concluding whether a material uncertainty exists related to events and/or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report and are made in the context of our opinion on the financial statements as a whole. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the financial state- ments. We are also responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with thesupervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. In this respect, we also issue an additional report to the audit committee in accordance with article 11 of the EU Regulation on specific require- ments regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report. We provide thesupervisory board with a statement that we have complied with relevant ethical requirements regarding indepen- dence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our indepen- dence, and where applicable, related actions taken to eliminate threats or safeguards applied. From the matters communicated with the supervisory board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 116 NSI Annual report 2024 Limited assurance report of the independent auditor Limited assurance report on the selected non-financial indicators in the Annual report 2024 Our conclusion We have examined the selected non-financial indicators marked with symbol in the Annual Report 2024 of NSI N.V. Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the selected non-financial indicators marked with symbol in the Annual report 2024 of NSI N.V. over 2024 is not prepared in all material respects, in accordance with NSI N.V.’s reporting criteria. What we have examined The object of our assurance engagement concerns the selected non-financial indicators marked with symbol included in the section ‘ESG (non-financial) performance measures 2024’ in the Annual Report 2024 of NSI N.V. (hereafter: the indicators). • Total landlord- and tenant-obtained fuels, including its coverage on properties and applicable sqm. • Total landlord- and tenant-obtained heating and cooling, including its coverage on properties and applicable sqm. • Total landlord- and tenant-obtained electricity consumption, including its coverage on properties and applicable sqm. • (Sum of) annual kWh energy consumption and the building energy intensity. • (Sum of) annual GHG emissions, including its coverage on properties and applicable sqm, and the building carbon intensity. • Total water consumption, including its coverage on properties and applicable sqm, and building water intensity. • Total waste created, including its coverage on properties and applicable sqm. • BREEAM In-use: Asset Performance, including its coverage on properties and applicable sqm. • EU EPC label: meaning the label issued by a certified advisor in accordance with the rules set by the RVO or any other gov mental or regulatory authority or similar body measuring energy performance of real estate including the percentage of Dutch real estate portfolio of the Group compared to the total market value of the Group’s real estate. • GRESB score: meaning the Global Real Estate Sustainability Benchmark measuring environmental, social and governance performance of real estate of NSI. • Diversity – Employee gender diversity. • Diversity – Gender pay ratio total (not for the individual categories). • Employee training and development. • Employee performance appraisals. • New hires & turnover (headcount). • Employee health and safety, absentee rate, injury rate and # of work-related fatalities. • Asset health and safety assessments. • Asset health and safety compliance. • EU taxonomy eligibility & alignment: revenue, capex and opex. The basis for our conclusion We conducted our examination in accordance with Dutch law, including the Dutch Standard 3000A Assurance engagements, other than audits or reviews of historical financial information (attestation-engagements). This engagement is aimed to provide limited assurance. Our responsibilities under this standard are further described in the section ‘Our responsibilities for the examination’ of our report. We believe that the assurance information we have obtained is sufficient and appropriate to provide a basis for our conclusion. Independence and quality control We are independent of NSI N.V. in accordance with 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 requirements in the Netherlands. Furthermore we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Code of Ethics for Professional Accountants, a regulation with respect to rules of professional conduct). To: the general meeting and the supervisory board of NSI N.V. PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357, 1006 BJ Amsterdam, the Netherlands, T: +31 (0) 88 792 00 20, www.pwc.nl ‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 117 NSI Annual report 2024 PwC applies the applicable quality management requirements pursuant to the ‘Nadere voorschriften kwaliteitsmanagement’ (NVKM, regulations for quality management) and the International Standard on Quality Management (ISQM) 1, and accordingly maintains a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements. Applicable criteria The indicators need to be read and understood together with the reporting criteria. The reporting criteria used for the preparation of the indicators are the NSI N.V.’s reporting criteria, as included in the section ‘Measurement methodology and assumptions ESG (non-financial) performance measures’ of the Annual Report 2024. The absence of an established practice on which to draw, to evaluate and measure non-financial information allows for different, but acceptable, measurement techniques and can affect comparability between entities, and over time. Responsibilities for the indicators and the examination thereof Responsibilities of the management board and the supervisory board The management board of NSI N.V. is responsible for the preparation of the indicators in accordance with the NSI N.V.’s reporting criteria, including the identification of the intended users and the criteria being applicable for the purpose of these users. Furthermore, the management board is responsible for such internal control as it determines is necessary to enable the prepara- tion of the indicators that is free from material omission, whether due to fraud or error. The supervisory board is responsible for overseeing the company’s reporting process on the indicators. Our responsibilities for the examination Our responsibility is to plan and perform our examination in a manner that allows us to obtain sufficient and appropriate evidence to provide a basis for our conclusion. Our conclusion aims to provide limited assurance. The procedures performed in this context consisted primarily of making inqui- ries with officers of the entity and determining the plausibility of the information included in the indicators. The level of assur- ance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Procedures performed We have exercised professional judgement and have maintained professional scepticism throughout the examination in accor- dance with the Dutch Standard 3000A, ethical requirements and independence requirements. Our examination consisted, among other things of the following: • Assessing the suitability of the criteria used, their consistent application and related disclosures to the indicators. • Obtaining an understanding of the reporting processes for the indicators, including obtaining a general understanding of internal control relevant to our review. • Identifying areas of the indicators with a higher risk of material misstatement, whether due to fraud or error. Designing and performing assurance procedures aimed at determining the plausibility of the indicators, responsive to this risk analysis. These procedures consisted amongst others of: – interviewing management and/or relevant staff at corporate level responsible for the sustainability strategy, policy and results; – interviewing relevant staff responsible for providing the information for, carrying out internal control procedures on, and consolidating the data of the indicators; – determining the nature and extent of the review procedures for the group components and locations. For this, the nature, extent and/or risk profile of these components are decisive. Our procedures were performed from the head office; – obtaining assurance evidence that the indicators reconcile with underlying records of the company; – reviewing, on a limited test basis, relevant internal and external documentation; – performing an analytical review of the data and trends of the indicators submitted for consolidation at corporate level. • Reading the information other than the indicators in the Annual Report 2024, which is not included in the scope of our review, to identify material inconsistencies with the indicators. We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the review and significant findings that we identify during our review. Amsterdam, 6 March 2025 PricewaterhouseCoopers Accountants N.V. Originally signed by A.A. Meijer RA Management board report Governance Financial statements Supplementary informationOther informationIntroduction 118 NSI Annual report 2024118 NSI Annual report 2024 Supplementary information Other data 119 NSI share 120 Property list 121 ESG (non-nancial) performance measures 122 Environmental sustainability performance measures 126 Measurement methodology and assumptions esg (non-nancial) performance measures 127 EU taxonomy 128 Taxonomy eligibility and alignment 133 EPRA key performance measures 136 Five year overview 139 Glossary key performance measures 140 Glossary esg (non-nancial) performance measures 142 Content Management board report Governance Financial statements Supplementary informationOther informationIntroduction 119 NSI Annual report 2024 Other data Appraisers All investment properties in the portfolio have been appraised externally in June and December by qualified international firms Colliers, JLL and Cushman & Wakefield. The newly acquired Sypesteyn in Utrecht was appraised by Savills in December 2024. Appraisal methods are compliant with international standards and guidelines as defined by RICS (Royal Institution of Chartered Surveyors). % assets % value Colliers 34.1% 37.8% Cushman & Wakefield 29.5% 33.6% JLL 34.1% 27.1% Savills 2.3% 1.5% Total 100.0% 100.0% Top 10 tenants # lease contract % total contracted rent Goverment 9 12.6% Spaces 3 10.4% KPN 4 7.4% Janssen Vaccines & Prevention 3 5.3% WeWork 1 4.7% ABN AMRO Bank 1 2.2% Airbus Defense and Space 1 2.0% Federatie Nederlandse Vakbeweging 1 1.1% Securitas Direct 1 1.1% Seres Europe 1 1.0% Total 25 47.8% Management board report Governance Financial statements Supplementary informationOther informationIntroduction Investor relations NSI strives for a high degree of transparency and continuous communication with existing and potential shareholders, as well as other stakeholders. NSI is committed to providing information through means of road shows, presentations, press releases, quarterly reports, annual reports and other publications, as well as via the company’s website. All relevant publications are placed on the company’s website: http://nsi.nl/ir. Share capital At 1 January 2024 NSI had 20,155,221 ordinary shares issued and outstanding. During 2024, in total 1,034,629 shares have been purchased and held as treasury shares. At 31 December 2024 NSI had 19,120,592 ordinary shares outstanding. Share listing The NSI share is listed on Euronext (registered under code 29232; ISIN code: NL0000292324; Ticker symbol: NSI). Major shareholders Pursuant to the Dutch Financial Markets Supervision Act (Wet op het Financieel toezicht) the Netherlands Authority Financial Markets (Autoriteit Financiële Markten) was notified of the following statement of interest of 3% or more in NSI up to 31 December 2024. 31 December 2024 First Sponsor Group Limited 22.0% Compass Asset Management SA 5.1% NSI N.V. (Treasury shares) 5.0% BlackRock, Inc. 3.0% NSI share information Financial calendar Annual General Meeting 17 March 2025 Publication trading update Q1 2025 17 April 2025 Publication half year results 2025 16 July 2025 Publication trading update Q3 2025 15 October 2025 Dividend policy and dividend distribution NSI’s dividend policy is to distributes at least 75% of the direct result. The dividend is distributed in cash or optional in stock at the discretion of the Management Board. NSI distributes dividend twice a year. Ex-dividend date (final dividend 2024) 23 April 2025 Record date 24 April 2025 Performance of the NSI share Share price low €16.98 Share price high €21.15 Closing price on 31 December 2024 €18.92 Proposed dividend per share for the 2024 financial year Total €1.57 Interim €0.75 Final €0.82 # outstanding shares outstanding at 31 December 2024 19,120,592 Market capitalisation at 31 December 2024 €362 million 80 85 90 95 100 105 110 115 120 1 jan 15 jan 29 jan 12 feb 26 feb 11 mrt 25 mrt 8 apr 22 apr 6 mei 20 mei 3 jun 17 jun 1 jul 15 jul 29 jul 12 aug 26 aug 9 sep 23 sep 7 okt 21 okt 4 nov 18 nov 2 dec 16 dec NSI share price development NSI NA EQUITY (‘2 jan = 100) EPEU INDEX (‘2 jan = 100) 120 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 121 NSI Annual report 2024 Property list Amsterdam Property Property adress City Form ownership NEN-area Year construction / major renovation Year acquisition 1 Atlanta Building Stadhouderskade 5-6 Amsterdam Freehold 6,542 1928 2021 2 Centerpoint I Hoogoorddreef 60 Amsterdam Leasehold 9,064 2007 2015 3 Centerpoint II Hoogoorddreef 62 Amsterdam Leasehold 6,292 1988 2015 4 Cruquiusweg Cruquiusweg 111 Amsterdam Freehold 3,278 2006 2007 5 Glasshouse Changiweg 130, Teleportboulevard 121-133 Amsterdam Leasehold 22,981 2009 2016 6 Hettenheuvelweg I Hettenheuvelweg 37-39 Amsterdam Leasehold 2,474 1987 1997 7 Hettenheuvelweg II Hettenheuvelweg 41-43 Amsterdam Leasehold 2,480 1988 1997 8 HNK Amsterdam Houthavens Van Diemenstraat 20-200 Amsterdam Leasehold 10,572 2014 1999 9 HNK Amsterdam Schinkel Anthony Fokkerweg 1 Amsterdam Freehold 5,448 2018 1997 10 HNK Amsterdam Sloterdijk Radarweg 60 Amsterdam Leasehold 16,314 2023 2018 11 HNK Amsterdam Zuidoost Burgemeester Stramanweg 102-108 Amsterdam Freehold 11,492 2016 1997 12 Hogehilweg I Hogehilweg 6 Amsterdam Leasehold 3,144 2008 2021 13 Hogehilweg II Hogehilweg 12 Amsterdam Leasehold 3,143 1985 1997 14 Koningin Wilhelminaplein Koningin Wilhelminaplein 18 Amsterdam Leasehold 5,090 1995 1997 15 One20 Teleportboulevard 120 - 142 Amsterdam Leasehold 9,743 2001 2020 16 Q-Port Kingsfordweg 43-117 Amsterdam Leasehold 12,771 2001 2018 17 Solaris Eclips Arlandaweg 98 Amsterdam Leasehold 4,151 2001 2001 18 Trivium Derkinderenstraat 2-24 Amsterdam Leasehold 8,315 2000 2019 19 Vitrum Parnassusweg 101, 103, 126, 128 Amsterdam Leasehold 11,612 2013 2017 20 Vivaldi Offices I Barbara Strozzilaan 201-229 Amsterdam Leasehold 9,493 2009 2015 21 Vivaldi Offices II Barbara Strozzilaan 101-125 Amsterdam Leasehold 8,778 2009 2015 Other G4 Property Property adress City Form ownership NEN-area Year construction / major renovation Year acquisition 1 Bentinck Huis Lange Voorhout 7 Den Haag Freehold 6,066 2020 2018 2 De Rode Olifant Zuid-Hollandlaan 7 Den Haag Freehold 9,993 1993 2007 3 HNK Den Haag Oude Middenweg 3E, 11-19 Den Haag Freehold 14,825 2014 2008 4 Alexanderhof Marten Meesweg 141-145 Rotterdam Freehold 3,095 1987 2015 5 Alexanderpoort Marten Meesweg 93-121 Rotterdam Freehold 9,324 2010 2015 6 HNK Rotterdam Centrum Westblaak 180 Rotterdam Leasehold 8,527 2016 2001 7 HNK Rotterdam Scheepvaartkwartier Vasteland 42-110 Rotterdam Freehold 21,635 2012 2008 8 Veerhaven Veerhaven 16-18 Rotterdam Freehold 1,641 2002 1996 9 Veerkade Veerkade 1-9C Rotterdam Freehold 5,750 1915 2000 10 Westblaak Westblaak 155-189 Rotterdam Freehold 6,155 1978 2021 11 HNK Utrecht Centraal Station Arthur van Schendelstraat 650-698, 700-748 Utrecht Leasehold 9,149 2015 2006 12 HNK Utrecht West Weg der Verenigde Naties 1 Utrecht Leasehold 3,051 2013 2007 13 Jacobsweerd Sint Jacobsstraat 200-499 Utrecht Freehold 14,781 1987 2018 14 Sypesteyn Jaarbeursplein 22 Utrecht Leasehold 8,417 1970 2024 15 Uniceflaan Uniceflaan 1 Utrecht Leasehold 12,083 1989 2017 Other Netherlands Property Property adress City Form ownership NEN-area Year construction / major renovatio n Year acquisition 1 Hooghuisstraat / Keizersgracht Hooghuisstraat 18-30, Keizersgracht 3-11 Eindhoven Freehold 10,908 1970 2008 2 Kennedyplein Kennedyplein 101 Eindhoven Freehold 6,542 2000 2017 3 Beukenhaghe Neptunusstraat 15-37 Hoofddorp Freehold 4,754 1991 1991 4 Archimedesweg Archimedesweg 17 - 25 Leiden Leasehold 2,522 2001 2001 5 Archimedesweg I Archimedesweg 6 Leiden Leasehold 7, 2 07 2000 2017 6 Archimedesweg II Archimedesweg 30 Leiden Leasehold 2,686 1999 2019 7 Mendelweg Mendelweg 30 Leiden Leasehold 6,198 2008 2021 8 Newtonweg Newtonweg 1 Leiden Leasehold 9,408 1993 2015 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 122 NSI Annual report 2024 ESG (non-financial) performance measures 2024 Absolute performance (Abs) Like-for-like performance (LfL) Impact area Abbre viation Units of measure Indicator Metric Notes 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change Energy Fuels-Abs, Fuels-LfL annual kWh Fuels Total fuels purchased by landlord B 6,722,277.05 4,902,027.85 37.13% 4,688,831.76 4,599,383.90 1.94% Total fuels controlled by landlord B 6,722,277.05 4,902,027.85 37.13% 4,688,831.76 4,599,383.90 1.94% Proportion of fuels from renewable resourcespurchased by landlord - - - - - - Proportion of fuels from renewable resources controlled by landlord - - - - - - Total fuels purchased by tenant B 1,062,489.17 2,749,890.71 -61.36% 1,062,489.17 1,017,646.16 4.41% Total fuels controlled by tenant B 1,062,489.17 2,749,890.71 -61.36% 1,062,489.17 1,017,646.16 4.41% Proportion of fuels from renewable resources purchased by tenant(s) - - - - - - Proportion of fuels from renewable resources controlled by tenant(s) - - - - - - Total fuels purchased/ controlled by landlord and tenant(s) B 7,784,766.22 7,651,918.56 1.74% 5,751,320.93 5,617,030.06 2.39% Proportion of landlord and tenant purchased/controlled fuels from renewable resources - - - - - - No. of applicable properties Fuels disclosure coverage - No. Assets 21 out of 21 22 out of 22 - 17 out of 17 17 out of 17 - Covered applicable sqm Fuels disclosure coverage - % 100.00% 100.00% - 100.00% 100.00% - % Proportion of fuels estimated - P C A F - - - - - - DH&C-Abs, DH&C-LfL annual kWh District heating and cooling Total district heating and cooling purchased by landlord B 9,321,619.44 9,459,150.00 -1,45% 7,704,372.22 8,060,947.22 -4.42% Total district heating and cooling controlled by landlord B 9,321,619.44 9,459,150.00 -1,45% 7,704,372.22 8,060,947.22 -4.42% Total district heating and cooling purchased by tenant B 4,129,744.44 3,673,197.22 12.43% 3,527,608.33 3,673,197.22 -3.96% Total district heating and cooling controlled by tenant B 4,129,744.44 3,673,197.22 12.43% 3,527,608.33 3,673,197.22 -3.96% Total district heating and cooling purchased/controlled by landlord and tenant(s) B 13,451,363.89 13,132,347.22 2.43% 11,231,980.56 11,734,144.44 -4.28% No. of applicable properties District heating and cooling disclosure coverage - No. Assets 22 out of 22 22 out of 23 - 19 out of 19 19 out of 19 - Covered applicable sqm District heating and cooling disclosure coverage - % 100.00% 93.68% 6.75% 100.00% 100.00% - % Proportion of district heating and cooling estimated - PCAF 2.38% - - 2.94% - - annual kWh Landlord electricity Renewable electricity gener- ated and consumed on-site by landlord 451,000.41 496,402.74 -9.15% 451,000.41 496,402.73 -9.15% Electricity generated on-site and exported by landlord 44,431.28 60,459.63 -26.51% 44,431.28 60,459.64 -26.51% % Proportion of on-site renew- able electricity generated by landlord 2.46% 3.02% -18.56% 3.23% 3.36% -3.90% annual kWh Total off-site electricity purchased by landlord B 17,466,405.26 15,914,218.89 9.75% 13,519,401.06 14,280,951.51 -5.33% % Proportion of off-site rene- wable electricity purchased by landlord 97.54% 96.98% 0.58% 96.77% 96.64% 0.14% Elec-Abs, Elec-LfL annual kWh Total electricity consumed by landlord B 17,886,323.67 16,410,621.63 8.99% 13,970,401.46 14,777,354.24 -5.46% Tenant elec- tricity Electricity generated and consumed on-site by tenant(s) 45,136.00 15,800.00 185.67% 45,136.00 15,800.00 185.67% % Proportion of on-site rene- wable electricity consumed by tenant(s) 0.45% 0.12% 287.24% 0.45% 0.15% 199.36% Total off-site electricity purchased by tenant(s) 9,972,319.96 13,563,445.71 -26.48% 9,949,713.74 10,458,118.03 -4.86% % Proportion of off-site rene- wable electricity purchased by tenant(s) 99.55% 99.88% -0.33% 99.55% 99.85% -0.30% Refers to the limited assurance report of the independent auditor (see page 116). The limited assurance applies to the absolute performance only (excluding like for like performance). A up to and including B refers to Measurement Methodology and Assumptions (see page 127) Management board report Governance Financial statements Supplementary informationOther informationIntroduction 123 NSI Annual report 2024 Energy Elec-Abs, Elec-LfL annual kWh Total electricity consumed by tenant(s) 10,017,455.96 13,579,245.71 -26.23% 9,994,849.74 10,473,918.03 -4.57% % Landlord and tenant elec- tricity Proportion of on-site renewable electricity consumed by land- lord and tenant(s) 1.75% 1.71% 2.56% 2.07% 2.03% 2.06% % Proportion of off-site renewable electricity purchased by land- lord and tenant(s) 98.25% 98.29% -0.04% 97.93% 97.97% -0.04% annual kWh Total landlord and tenant electricity consumption B 27,903,779.62 29,989,867.34 -6.96% 23,965,251.20 25,251,272.28 -5.09% No. of applicable properties Electricity disclosure coverage - No. Assets 44 out of 44 46 out of 46 - 37 out of 37 37 out of 37 - Covered applicable sqm Electricity disclosure coverage - % 100.00% 100.00% - 100.00% 100.00% - % Proportion of electricity esti- mated - PCAF - - - - - - Solar panels On-site solar panels - No.Appli- cable Assets 12 out of 12 12 out of 12 - 12 out of 12 12 out of 12 - No. of solar panels - - - - - - Energy-Int (all assets) kWh Energy consumption Total energy consumption purchased by landlord B 34,319,637.16 30,771,799.47 11.53% 26,363,605.44 27,437,685.37 -3.91% Total energy consumption controlled by landlord B 34,319,637.16 30,771,799.47 11.53% 26,363,605.44 27,437,685.37 -3.91% Total energy consumption purchased by tenant 15,209,689.57 20,002,333.64 -23.96% 14,584,947.24 15,164,761.41 -3.82% Total energy consumption controlled by tenant 15,209,689.57 20,002,333.64 -23.96% 14,584,947.24 15,164,761.41 -3.82% Estimated energy consumption purchased by landlord - PCAF 329,722.22 - - 329,722.22 - - Estimated energy consumption controlled by landlord - PCAF 329,722.22 - - 329,722.22 - - Estimated energy consumption purchased by tenant - PCAF - - - - - - Estimated energy consumption controlled by tenant - PCAF - - - - - - annual kWh Energy Intensity (sum of) annual kWh energy consumption B 491,391.10 50,774,133.11 -3.22% 40,948,552.68 42,602,446.78 -3.88% sqm (sum of) floor area (m 2 ) - Energy B 389,878 406,141.07 -4.00% 325,892.76 323,487.85 0.74% annual kWh / sqm Building energy intensity B 126,05 125.02 0.82% 125.65 131.70 -4.59% No. of applicable properties Energy and associated GHG disclosure coverage - No. Assets 46 out of 47 46 out of 46 - 37 out of 37 37 out of 37 - Covered applicable sqm Energy and associated GHG disclosure coverage - % 97.9% 98.4% -0.51% 100.0% 100.0% 0.00% Covered appli- cable sqm Total opera- tional energy and associated GHG data coverage Common area - Energy coverage - - - - - - Shared Services - Energy coverage - - - - - - Tenant space - Energy coverage - - - - - - Whole building - Energy coverage 97.9% 98.4% -0.51% 100.0% 100.0% - % Proportion of energy estimated - P C A F 0.66% - - 0.81% - - % Proportion energy from renewa- bles resources 56.71% 59.07% -4.00% 58.53% 59.27% -1.26% Covered appli- cable sqm Renewable energy data coverage Common area - Renewable Energy coverage - - - - - - Shared Services - Renewable Energy coverage - - - - - - Tenant space - Renewable Energy coverage - - - - - - Whole building - Renewable Energy coverage 100.00% 100.00% - 100.00% 100.00% - Greenhouse gas emissions - Location based GHG- Dir-Abs annual kg CO 2 e Direct LB: Scope 1 1,231,252.26 897,855.44 37,13% 858,806.42 842,423.16 1,94% LB: estimated - PCAF emissions Scope 1 - - - - - - GHG-Indir-Abs Indirect LB: Scope 2 B 6,230,595,57 8,090,806.82 -22.99% 4,847,422.62 5,714,779.20 -15.18% LB: estimated - PCAF emissions Scope 2 69.096,59 - - 69.096,59 - - LB: Scope 3 B 3.433.922,63 6.006.115,70 -42,83% 3.313.126,17 3.848.186,28 -13,90% LB: estimated - PCAF emissions Scope 3 - - - - - - Refers to the limited assurance report of the independent auditor (see page 116). The limited assurance applies to the absolute performance only (excluding like for like performance). A up to and including B refers to Measurement Methodology and Assumptions (see page 127) Absolute performance (Abs) Like-for-like performance (LfL) Impact area Abbre viation Units of measure Indicator Metric Notes 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change Management board report Governance Financial statements Supplementary informationOther informationIntroduction 124 NSI Annual report 2024 Greenhouse gas emissions - Location based GHG-Int (all assets) kg CO 2 e GHG emissions intensity LB: (sum of) annual GHG emis- sions - Total operational carbon B 10,917,356.47 14,994,778.00 -27.19% 9.019.355,21 10.405.388,63 -13.32% sqm LB: (sum of) floor area (m 2 ) - GHG A 389,877.78 406,141.07 -4.00% 325,892.76 323,487.85 0.74% kg CO 2 e / sqm / year LB: Building operational carbon intensity B 28.00 36.51 -23.30% 27,68 32,17 -13.96% % LB: Proportion of GHG esti- mated - PCAF 0,63% - - 0,77% - - Greenhouse gas emissions - PCAF Location Based annual kg CO 2 e 1a LB: Score 1 - - - - - - 1b LB: Score 2 10,911,778.88 14,827,000.80 -26.41% 8,950,258.62 10,405,388.63 -13.98% 2a LB: Score 3 - - - - - - 2b LB: Score 4 - - - - - - 3 LB: Score 5 69,096.59 - - 69,096.59 - - Greenhouse gas emissions - Market based GHG- Dir-Abs annual kg CO 2 e Direct MB: Scope 1 B 1,231,252.56 897,855.44 - 997,783.40 981,508.52 1.66% MB: estimated - PCAF emissions Scope 1 - - - - - - GHG-Indir-Abs Indirect MB: Scope 2 B 840,809.96 853,215.33 - 703,640.32 778,687.50 -9.64% MB: estimated - PCAF emissions Scope 2 30,113.53 - - 30,113.53 - - MB: Scope 3 B 567,108.26 834,992.36 - 548,274.16 571,996.54 -4.15% MB: estimated - PCAF emissions Scope 3 - - - - - - GHG-Int (all assets) kg CO 2 e / sqm / year GHG emissions intensity MB: (sum of) annual GHG emis- sions - Total operational carbon B 2,639,170.77 2,586,063.13 - 2,249,697.88 2,332,192.57 -3.54% MB: (sum of) floor area (m 2 ) - GHG B 389,877.78 406,141.07 -4.00% 325,892.76 323,487.85 0.74% MB: Building operational carbon intensity B 6.77 6.37 6.31% 6.90 7,21 -4.25% % MB: Proportion of GHG esti- mated - PCAF 1.03% - - 1.34% - - Greenhouse gas emissions - PCAF Market Based annual kg CO 2 e 1a MB: Score 1 - - - - - - 1b MB: Score 2 2,890,563.24 2,586,063.13 - 2,219,584.35 2,332,192.57 -4.83% 2a MB: Score 3 - - - - - - 2b MB: Score 4 - - - - - - 3 MB: Score 5 30,113.53 - - 30.113,53 - - Water Water-Abs, Water-LfL annual cubic metres (m 3 ) Water Total water consumption purchased by landlord B 57,848.22 55,213.35 4.77% 46,597.31 45,152.79 3.20% Total water consumption controlled by landlord 57,848.22 55,213.35 4.77% 46,597.31 45,152.79 3.20% Total water consumption purchased by tenant 44,141.83 22,005.32 100.60% 20,642.59 16,517.57 24.97% Total water consumption controlled by tenant 44,141.83 22,005.32 100.60% 20,642.59 16,517.57 24.97% Total water consumption purchased/controlled by landord and tenant(s) B 101,326.05 77,218.67 31.22% 67,239.90 61,670.37 9.03% Water-Int (all assets) annual m 3 / sqm Water Intensity (sum of) floor area (m 2 ) - Water A 388,821.78 391,469.48 -0.68% 291,390.62 288,985.71 0.83% Building water intensity B 0.26 0.20 25.80% 0.23 0.21 8.13% No. of applicable properties Water disclosure coverage - No. Assets 44 out of 44 43 out of 46 - 33 out of 33 33 out of 33 - Covered applicable sqm Water disclosure coverage - % 99.73% 94.80% 5.20% 100.00% 100.00% 0.00% % Proportion of water estimated - P C A F - - - - - - Waste Waste-Abs, Waste-LfL annual tonnes Waste type Hazardous waste - - - - - - Non-Hazardous waste 1,467.00 750.00 95.60% - - - Total waste created 1,467.00 750.00 95.60% - - - Total landlord controlled waste generated 713.98 699.00 2.14% - - - proportion by disposal route (%) Disposal routes Landfill (with of without energy recovery) - - - - - - Incineration (with or without energy recovery) 55.49% 0.61% 8932.51% - - - Diverted (total) 100.00% 94.19% 6.17% - - - Diverted - Reuse - - - - - - Diverted - Waste to energy 55.49% 63.29% -12.32% - - - Diverted - Recycling 44.51% 30.90% 44.02% - - - Other / Unknown - 5.19% - - - - Refers to the limited assurance report of the independent auditor (see page 116). The limited assurance applies to the absolute performance only (excluding like for like performance). A up to and including B refers to Measurement Methodology and Assumptions (see page 127) Absolute performance (Abs) Like-for-like performance (LfL) Impact area Abbre viation Units of measure Indicator Metric Notes 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change Management board report Governance Financial statements Supplementary informationOther informationIntroduction 125 NSI Annual report 2024 Waste Waste-Abs, Waste-LfL No. of applicable properties Waste disclosure coverage - No. Assets 35 out of 44 29 out of 46 - - - - Covered applicable sqm Waste disclosure coverage - % 57.14% 65.70% -13.03% - - - % Proportion of waste estimated - P C A F 2.00% 1.99% 0.48% - - - Certification C ert-To t % of m 2 Percentage of assets with a certificate Common area - % Certificate - - - - - - Shared Services - % Certificate - - - - - - Tenant space - % Certificate - - - - - - Whole building - % Certificate 93.87% 91.14% 3.00% 95.28% 97.56% -2.34% Green Building Certification Covered applicable properties Certified by at least one Green Building Certification - No. Assets 38 out of 44 42 out of 46 - 37 out of 47 39 out of 46 - Covered appli- cable sqm Certified by at least one Green Building Certification - % 89.92% 91.14% -1.34% 95.28% 97.56% -2.34% BREEAM New Construction - Level of certifi- cation New Construction - Outstanding - - - - - - New Construction - Excellent - - - - - - New Construction - Very Good - - - - - - New Construction - Good - - - - - - New Construction - Pass - - - - - - BREEAM In Use - Level of certifi- cation In Use - Outstanding - - - - - - In Use - Excellent 40.20% 37.7 7 % 6.44% 43.83% 43.38% 1.02% In Use - Very Good 35.13% 34.71% 1.21% 38.31% 38.57% -0.70% In Use - Good 10.92% 13.13% -16.86% 9.14% 9.26% -1.23% In Use - Pass 3.67% 5.52% -33.57% 4.00% 4.03% -0.72% In Use - Acceptable - - - - - - GPR Gebouw - Level of certification Design & Construction - - - - - - Operational - - - - - - Energy Ratings % of value Percentage of assets with an energy rating Common area - % Energy Rating - - - - - - Shared Services - % Energy Rating - - - - - - Tenant space - % Energy Rating - - - - - - Whole building - % Energy Rating 100.00% 100.00% - 100.00% 100.00% 0.00% EU EPC Covered applicable properties Certified EU EPC - No. Assets 43 out of 44 46 out of 46 - 41 out of 47 42 out of 46 - Covered appli- cable sqm Certified EU EPC - % 97.20% 100.00% -2.80% 100.00% 100.00% 0.00% Level of certifi- cation A+++++ - - - - - - A++++ - - - - - - A+++ - - - - - - A++ 19.62% 14.70% 33.47% 23.32% 22.83% 2.13% A+ 11.23% 12.30% -8.70% 12.28% 12.36% -0.67% A 62.46% 68.30% -8.55% 62.10% 62.49% -0.62% B 0.79% 3.60% -78.06% 2.30% 2.31% -0.62% C 3.10% 1.10% 181.82% 0.00% 0.00% - D - - - - - - E - - - - - - F - - - - - - G - - - - - - GRESB Score 93 out of 100 94 out of 100 Refers to the limited assurance report of the independent auditor (see page 116). The limited assurance applies to the absolute performance only (excluding like for like performance). A up to and including B refers to Measurement Methodology and Assumptions (see page 127) Absolute performance (Abs) Like-for-like performance (LfL) Impact area Abbre viation Units of measure Indicator Metric Notes 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change 2024-01-01 2024-12-31 2023-01-01 2023-12-31 % change Management board report Governance Financial statements Supplementary informationOther informationIntroduction 126 NSI Annual report 2024 Environmental sustainability performance measures Note 2024 eligibility 2024 alignment Revenue 100% 97.21% Capex 100% 91.41% Opex 100% 97.87% Social performance measures EPRA Code Indicator Category Note 2024 2023 Diversity - Emp Employee gender diversity Female 56.5% 58.2% Percentage of employees Male 43.5% 41.8% Diversity-Pay Gender pay ratio Management Board 1.11 1.18 Ratio Senior Management 1.29 1.33 Operations 2.23 2.44 Support Staff 1.24 1.17 Total 1.97 2.03 Emp-Training Employee training and development 50 55 E m p – H c Employee headcount 69 67 Emp-Dev Employee performance appraisals 100.0% 100.0% Emp- Turnover New hires and turnover New hires 15 15 New hires headcount 21.7% 22.4% New hires percentage Leavers -13 -13 Leavers headcount 18.8% -19.4% Leavers percentage H&S-Emp Employee health and safety Absentee rate 5.2% 4.2% Injury rate 0.0% 0.0% Work related fatalaties 0 0 H&S-Asset Asset health and safety assessments 30 out of 44 14 out of 46 H&S-Comp Asset health and safety compliance Number of incidents 2 3 Comty-Eng Community engagement, impact assessment and development programs 9 out of 44 9 out of 46 HNK office app in all HNK’s EU Taxonomy 2024 2023 Gov-Board Composition of the highest governance body Page 50-53 Page 55-59 See composition and total number Gov-Selec Process for nominating and selecting the highest governance body Page 50-53 Page 55-59 Narrative on process Gov-CoI Process for managing conflicts of interest Page 50-53 Page 55-59 Narrative on process Governance performance measures refers to the limited assurance report of the independent auditor (see page 116) Management board report Governance Financial statements Supplementary informationOther informationIntroduction 127 NSI Annual report 2024 Measurement methodology and assumptions ESG (non-financial) performance measures NSI reports environmental, social and governance performance in accordance with the EPRA Sustainability Best Practice Recommendations (sBPR). This reporting is split into several sections consisting of the overarching EPRA recommendations, the environmental performance indicators, the social perfor - mance indica- tors and the governance performance indicators. Reporting period and organisational boundaries The reporting period for this report is the same as for the annual financial report. NSI includes its ESG performance in its annual report since 2017 as part of the sustainability report. The analysis includes data of the portfolio as per 31 December 2024. Assets that were acquired (not applicable in 2024) or disposed during 2024 were excluded from the Like-for-like performance analysis. Measurement scope and coverage In 2024, 100% of the total portfolio value belonged to the measurement scope, which corresponds to 44 properties, including the NSI head office. The consumption data were collected using our invoice data, invoice data obtained from tenants, combined with smart meters and data obtained from tenants. In the event of incomplete or missing data, the data was extrapolated in accordance with EPRA guidelines or the asset was excluded. With regard to the measurement of electricity, the following apply: • The energy generated by the solar panels has not been deducted from the total electricity consumption • The consumption of the electric charging stations is excluded in the total electricity consumption. • The electricity consumption of the tenant is based on rene- wable energy. The calculation of the ‘building energy intensity’ is based on all buildings for which data is available for at least 9 months. In case of missing data, the data is extrapolated to a whole year. On page 136 to 138 you can find the EPRA tables with the various performances, including the share of buildings in scope for each of the performance indicators and the extent of data coverage/extrapolation. Estimation and extrapolation of consumption data At the time of publication of this report, not all data are available for the measurement year 2024 yet. If data for at least nine months is available, it has been extrapolated in accordance with EPRA guidelines. If the data of one of the meters in a building is missing, the square meters of the building will be adjusted pro-rata for the purpose of deter- mining the energy-, CO 2 - and water intensity and calculating the data coverage. In accordance with the EPRA guidelines, a like for like analysis was carried out for several environmental indicators. The analysis enables NSI to observe evolutions in consumption, irrespective of the fact that new assets are added to the scope of measurement. Explanatory Notes To Sustainability Performance Measures The like for like (LfL) calculation reflects consumption of the portfolio that has been consistently in operation during the most recent two full reporting years, in line with the EPRA sBPR definition. As a result, assets sold in the reporting period are not included in this calculation. This means that: • 3 assets are excluded from Like-for-Like Performance as these assets were not fully operational during the reporting period of 2024. Furthermore, the Notes in the table refer to the following: A Square meters based on CRREM methodology (Gross floor area minus internal parking garage minus outer façade). B Normalization (as a consequence of Acquisitions and Dispo- sitions during the year): • When a property is in the portfolio for less than 9 months (< 274 days), the property will be excluded. • When a property is in the portfolio for 9 months or longer (=> 274 days), the property will be included. For these properties, the consumption for the remaining part of the year should be estimated/extrapolated and explained in the report. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 128 NSI Annual report 2024 EU taxonomy Construction and renovation of buildings Installation, maintenance and repair activities Acquisition and ownership of buildings Key activities of the TSC for Construction and Real Estate Stand-alone Transitional Enabling Enabling Enabling Enabling Stand-alone Constructionof newbuildings Renovationof existing buildings Individual reno - vation measures consistingof Instal - lation, maintenance and repairof energy efciency equip- ment Installation, maintenance and repair of charging stations for electric vehicles in buil - dings (and parking spaces attached to buildings) Installation, main - tenance and repair of instruments and devices for measu - ring, regulating and controlling energy performance of buildings Installation, main - tenance and repair of renewable energy techno - logies Acquisition and ownership of buil - dings Note: Construction and civil engi - neering works or preparation thereof. Note: Buying real estate and exerci - sing ownership of that real estate. Note: Development of building projects for residential and non-residen - tial buildings by bringing together nancial, technical and physical means to achieve the buildingproject - sforlatersaleand the construction of complete buildings,onow - naccountforsale, onafeeorcontract - basis. Own assets that are aligned with the EU Taxonomy of Sustainable activities, now or in time We aim to own assets that are aligned, now or in time, with the EU taxonomy, the classification system that translates the EU’s climate and environmental objectives into criteria for specific economic activities for investment purposes. In order to deter - mine alignment to the EU Taxonomy, the economic activity of the company must first be eligible. If the activity is not defined in the screening criteria, it is not eligible under the EU Taxonomy and therefore, it cannot be considered as environmentally sustain - able. Second, once the economic activity has been deemed eligible, it must be determined that it makes a substantial contri - bution to at least one of the EU’s climate and environmental objectives, while at the same time not significantly harming (DNSH – do no significant harm) any of the other objectives and meeting minimum social safeguards. The taxonomy defines 6 environmental objectives. • Climate change mitigation • Climate change adaptation • The sustainable use and protection of water and marine resources • The transition to a circular economy • Pollution prevention and control • The protection and restoration of biodiversity and ecosystem Of the 6 environmental objectives, EPRA’s analysis indicates that only the objectives of the ‘Climate Change Mitigation’, ‘Climate Change Adaptation’ and ‘Transition to a Circular Economy’ have a focus on the Real Estate sector. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 129 NSI Annual report 2024 NSI’s Taxonomy eligibility and alignment • Eligibility: An analysis was performed on NSI’s portfolio based on the Taxonomy-recognised activity of “7.7 Acqui- sition and Ownership of buildings” and “7.2 renovation of existing buildings” as defined by the EU taxonomy of sustainable activities • The objective to which these activities contributes is “Climate change mitigation” defined as “contributing to the stabilisa - tion of greenhouse gas emissions by avoiding or reducing them or by enhancing greenhouse gas removals” and “Climate adaptation” defined as “contributing to the protection of human health and the environment, by reducing or avoiding the adverse impacts of climate change”. To prove this, the activity must comply with specific Technical Screening Criteria (TSC)- a set of conditions specific to this activity. Acquisition and ownership of buildings (7.7) • The TSC for substantial contribution for the economic activity “7.7 Acquisition and ownership of buildings”, largely depend on the type of buildings in scope (residential vs non-residential), the date in which the building was built (different conditions for buildings built before or after 31 December 2020) and on the energy performance certifi- cates. Please see the graph below for a more detailed expla- nation. • The CapEx KPI is defined as Taxonomy-aligned CapEx (numerator) divided by our total CapEx (denominator). The allocation of our Capital Expenditures (CapEx) towards assets aligned with the EU Taxonomy offers a transparent insight into NSI's strategic path. Specifically, channelling a significant portion of our overall CapEx into assets that align with the EU Taxonomy demonstrates our commitment to fostering a portfolio that is both sustainable and resilient to climate change. This approach not only guides our transition strategies but also provides the necessary financial support. To ascertain the proportion of our CapEx that aligns with the EU Taxonomy, we calculate this by dividing the CapEx invested in EU Taxonomy-compliant assets by the total CapEx allocated across all assets. • The proportion of our Operational Expenditure and Turnover that align with EU Taxonomy is calculated in the same way but provides us with different insights. Namely, the propor- tion of OpEx that is EU Taxonomy aligned, tells us what proportion of Operational Expenditure goes to EU Taxono- my-aligned assets, and it is thus invested in assets that meet the according sustain-ability criteria. • Finally, the proportion of turnover from EU Taxonomy-aligned assets provides us with insights into how much turnover comes from activities that meet the sustainability criteria outlined by the EU Taxonomy. All in all, these proportions CapEx, OpEx, and turn-over from EU Taxonomy-aligned assets demonstrate how much of our current assets are aligned with the sustainable principles that are required for the EU Taxonomy. • In order to ensure that the activity does no significantly harm to the other objectives, it should be verified that adaptation solutions are put in place to tackle the climate risk hazards which have been assessed as “material”. • The analysis was performed on each individual asset based on the TSC for the Acquisition and ownership of buildings as defined by the EU taxonomy. Through a climate risk hazard and mitigation plan the DNSH condition was assessed. The Do No Significant Harm (DNSH) criteria were evaluated through two assessments. Initially, Cushman & Wakefield conducted an analysis to identify climate risks that could significantly affect the financial performance of our assets, in alignment with the DGBC Framework for Climate Adaptive Buildings. Following this analysis, Sweco further examined specific assets flagged for one or more physical climate-re- lated risks. This examination involved a comprehensive assessment of climate risk and vulnerability at the asset level. Based on these outcomes, a tailored climate adapta- tion strategy was developed to mitigate each asset identified as being at risk. Implementation of the adaptation plans is scheduled to be executed over the next three years. • Based on this, the proportion of the portfolio that is EU taxonomy aligned” mag worden “Based on this, the propor- tion of the portfolio that is EU taxonomy aligned can be found in the EU Taxonomy table on page 133. NSI made subsequent progress on EU Taxonomy alignment throughout 2024. Alignment based on the technical assess- ment points increased compared to last year on Revenue, Capex and Opex. Progress was also realized with respect to minimum safeguard requirements including the adoption of relevant policies. In 2024 NSI fulfilled the minimum safe- guards requirements. Renovation of existing buildings (7.2) • The objective to which these activities contributes is “Climate change mitigation” defined as “contributing to the stabilisation of greenhouse gas emissions by avoiding or reducing them or by enhancing greenhouse gas removals” and “Climate adaptation” defined as “contributing to the protection of human health and the environment, by reducing or avoiding the adverse impacts of climate change” and “Circular economy” defined as “contributing to the transition to a circular economy by promoting the use of resources more efficiently, reducing waste, and minimizing the environ- mental impact of consumption and production”. To prove this, the activity must comply with specific Technical Screening Criteria (TSC)- a set of conditions specific to this activity. • The TSC for substantial contribution for the economic activity “7.2 Renovation of existing buildings”, largely depend on climate adaptation risk assessment and applied solutions and circularity of materials goals • The CapEx KPI is defined as Taxonomy-aligned CapEx (numerator) divided by our total CapEx (denominator). The allocation of our Capital Expenditures (CapEx) towards Management board report Governance Financial statements Supplementary informationOther informationIntroduction 130 NSI Annual report 2024 assets aligned with the EU Taxonomy offers a transparent insight into NSI's strategic path. Specifically, channelling a significant portion of our overall CapEx into assets that align with the EU Taxonomy demonstrates our commitment to fostering a portfolio that is both sustainable and resilient to climate change. This approach not only guides our transition strategies but also provides the necessary financial support. To ascertain the proportion of our CapEx that aligns with the EU Taxonomy, we calculate this by dividing the CapEx invested in EU Taxonomy-compliant assets by the total CapEx allocated across all assets. • In order to ensure that the activity does no significantly harm to the other objectives, it should be verified that adaptation solutions are put in place to tackle the climate risk hazards which have been assessed as “material”. • In 2024 NSI has started the planning and designing phase of major renovations of existing buildings. During the plan - ning and designing process we take note of the EU taxonomy requirements. The renovation works have not been started yet and are expected to start in 2025. During the execution of the renovation NSI will regularly evaluate the EU Taxonomy align - ment. As the works have not been completed yet we can not demonstrate alignment therefore we report the CAPEX, OPEX and turnover for these activities as not aligned. We plan to report on the proportion of compliance upon completion of the activities. This approach is in line with the guidance provided by the European Commission, Which emphasizes the impor - tance of transparency and accuracy in sustainability reporting. Minimum safeguards: • For full alignment with the EU Taxonomy NSI must have implemented and be compliant with the following interna- tional conventions: – OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines); – UN Guiding Principles on Business and Human Rights (UNGPs), including rights from the International Labour Organization's 8 fundamental conventions; – International Bill of Human Rights These conventions can be translated into the following four topics: – human rights (including labour and consumer rights); – corruption and bribery; – taxation; and – fair competition. • The EU Taxonomy guidelines expect a bundle of coherent processes aimed at identifying negative impacts on these four topics. NSI has implemented preventive and detective controls. • NSI ensures the implementation, monitoring, and commu- nication of actions addressing negative impacts related to its operations, value chain, and business relationships. The company adheres to international human rights standards, including the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the eight fundamental ILO conventions, and the International Bill of Human Rights. • Annually the Code of Conduct is brought under attention of all the employees. With regard to our supply chains and business relationships, we expect the same ethical business conduct as for our own business entities. Therefore, the MS requirements are an integral part of our business contracts and our Supplier’s Code of Conduct. The Supplier’s Code of Conduct aims to promote and enforce practices relating to human rights, ethics, the protection of the environment and safety. We expect each of our suppliers to respect NSI's ethical principles and to ensure that this Code of Conduct is respected by all of their employees and subcontractors. Moreover, our supplier selection and evaluation processes include human rights, anti-corruption and anti-bribery check. In addition to these preventive measures, we have imple- mented a grievance mechanism for complaints about detri- mental behaviour regarding a variety of ethics, integrity and compliance issues (including the four topics covered by the MS). • Human rights (including labour and consumer rights) In line with the UNGPs and OECD guidelines, we have implemented a systematic approach to identify, prevent, and address potential human rights impacts. We conduct regular impact assessments, considering sectoral factors, and prioritize risks across our operations, partners, and value chain. Measures are taken to prevent violations, and if they occur prompt action will be taken. The effectiveness of these measures is regularly reviewed. In 2024 no incidents have been identified. • Corruption and bribery To combat corruption, NSI has implemented a preven- tion program based on risk assessments. Anti-corruption measures are part of our Code of Conduct. We also provide anti-corruption guidelines to employees, suppliers, and business partners. In 2024 no corruption allegations were reported. • Taxation Aligned with our ethical values, tax governance and compli- ance are key priorities. We are committed to adhering to all relevant tax laws and regulations. Our tax strategy is trans- parent, sustainable, and in line with the Code of Conduct. Tax risk management is integrated into our overall risk manage- ment. A team of qualified external tax experts together with management of NSI oversees our risk-based tax governance framework. • Fair competition We comply with all competition laws and regulations. Through our code of conduct, we promote vibrant competi- tion and a free market environment. These guidelines help employees prevent, detect, and address competition viola- tions. The extensive EPRA taxonomy eligibility and alignment table against revenue, capex and opex can be found on page 133. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 131 NSI Annual report 2024 TSC Substantial Contribution check Acquisition and ownership of buildings (7.7) Was your building built before 31 December 2020? YES NO Does your building have an EPC class A? Is your building: 1. Within the top 15% of the national or regional building stock in terms of PED? 2. I s this adequately demonstrated? 3. Does it at least compare the perfor - mance of the assets to the one built before 31 December 2020 and distin - guish between residential and non- residential? Is the PED at least 10% lower than the threshold set for NZEB (nearly zero- energy building)? Is the energy performance certied using EPC? Is your building larger than 5000 m 2 ? Did the building undergo testing for air-tightness and thermal integrity and report deviations in level of performance? Alternatively, is there a robust/traceable quality control process during construction? Has the life-cycle GWP from construc- tion been calculated for each stage and disclosed to investors/clients on demand? Is your building large and non-residential? Is efciently operated through energy performance monitoring and assessment? The activity complies with the substantial contribution TSC, the alignment assessment can proceed to DNSH check As the building is not larger than 5000 m 2 , there are no further checks There are no further checks NO NO The activity is not aligned YES YES YES YES NO The activity is not aligned The activity is not aligned NO NO NO YES YES The activity is not aligned YES YESNO Management board report Governance Financial statements Supplementary informationOther informationIntroduction 132 NSI Annual report 2024 Have adaptation solutions (such as nature-based solutions) been applied to reduce the risks? YES Have physical climate risks (such as oods and heat stress) been mapped through a vulnerability assessment? DNSH Climate goal 3 Sustainable water management DNSH Climate goal 2 Climate adaption Climate goal 1 Climate change mitigation DNSH Climate goal 4 Circular economy DNSH Climate goal 5 Pollution Prevention and Control YES Do building designs and construction techniques support circularity by demonstrating how they are designed to be resource-efcient, adaptable, exible, and disassemblable to enable reuse and recycling? YES Is at least 70% of non-hazardous construction and demolition waste produced on-site, excluding backlling, prepared for reuse or recycling in compliance with EU waste legislation and protocols? Installed water appliances do not exceed EU technical specications? Technical specs Threshold Shower 8L/min Washbasin tap 6L/min Toilet 3.5L per ush Urinoir 2L per hour YES YES YES Do the construction components and materials used comply with Annex C criteria and are any restricted substances listed in relevant EU regulations excluded unless specic conditions are met? Do materials emit <0.06 mg/m³ formaldehyde and <0.001 mg/m³ category 1A/1B VOCs per Annex XVII of Regulation (EC) No 1907/2006 or equivalent standardized methods? Are measures taken to reduce noise, dust, and pollutant emissions during construction or maintenance work? Does the renovation comply with the regulations for major renovations (according to national/regional regulations)? TSC substantial constribution check Climate goal 1: Climate change mitigation Renovations of existing buildings (7.2) YES YES YES Is the renovation concerning more than 25% of the building envelope’s surface area? Not a rennovation as per EU Taxonomy YES NO NO NO NO NO NO NO NO NO NO Does the renovation lead to energy savings of at least 30% (calculated according to NTA8800)? The activity is not aligned The activity meets the climate goals and is therefore aligned Management board report Governance Financial statements Supplementary informationOther informationIntroduction 133 NSI Annual report 2024 Substantial contribution criteria Do no significant harm criteria Economic activity Codes Absolute [Turnover] Proportion of [Turnover] - % Climate Change Mitigation (CCM) Climate Change Adaptation (CCA) Water and Marine Resources (WTR) Circular Economy (CE) Pollution (PPC) Biodiversity and Ecosystem (BIO) Climate Change Mitigation Climate Change Adaptation Water and Marine Resources Circular Economy Pollution Biodiversity and Ecosystem Minimum safeguards Taxonomy Aligned proportion of [Turnover] year N-1 - % Category Enabling activity - % Category Transitional activity - % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % % A. Taxonomy Eligible activities (A1 + A2): % A.1 Enviromentally sustainable actitivies (Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 70.70 97.2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y N/A N/A N/A N/A Y 88.7% N/A N/A Turnover of environmentally sustainable activities (Taxo- nomy-aligned) (A.1) 70.70 97. 2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% A.2 Enviromentally sustainable actitivies (not Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 1.16 1.6% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 11.3% 0.0% 0.0% Activity 2 - Renovation of exis- ting buildings (7.2) F41 0.88 1.2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y N/A N/A N/A Turnover of Taxonomy-eligble but not enviromentally sustai- nable activities (not Taxo- nomy-aligned activities) (A.2) 2.03 2.8% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Total (A.1 + A.2) 72.73 100.0% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% B. Non-Eligible activities: % Turnover of non-Eligble activities - 0.0% Total (A + B) 72.73 100.0% Taxonomy eligibility and alignment Against turnover, capex and opex Table 1 Proportion of Turnover from products or services associated with economic activities that qualify as enviromentally sustainable - disclosure covering year 2024. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 134 NSI Annual report 2024 Table 2 Proportion of CapEx from products or services associated with economic activities that qualify as enviromentally sustainable - disclosure covering year 2024. Substantial contribution criteria Do no significant harm criteria Economic activity Codes Absolute [CapEx] Proportion of [CapEx] - % Climate Change Mitigation (CCM) Climate Change Adaptation (CCA) Water and Marine Resources (WTR) Circular Economy (CE) Pollution (PPC) Biodiversity and Ecosystem (BIO) Climate Change Mitigation Climate Change Adaptation Water and Marine Resources Circular Economy Pollution Biodiversity and Ecosystem Minimum safeguards Taxonomy Aligned proportion of [CapEx] year N-1 - % Category Enabling activity - % Category Transitional activity - % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N A. Taxonomy Eligible activities (A1 + A2): % A.1 Enviromentally sustainable actitivies (Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 14.15 91.4% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y N/A N/A N/A N/A Y 92.2% N/A N/A CapEx of environmentally sustainable activities (Taxo- nomy-aligned) (A.1) 14.15 91.4% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% A.2 Enviromentally sustainable actitivies (not Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 0.12 0.8% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y 7.8% N/A N/A Activity 2 - Renovation of exis- ting buildings (7.2) F41 1.21 7.8% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y N/A N/A N/A CapEx of Taxonomy-eligble but not enviromentally sustai- nable activities (not Taxo- nomy-aligned activities) (A.2) 1.33 8.6% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Total (A.1 + A.2) 15.48 100.0% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% B. Non-Eligible activities: % CapEx of non-Eligble activities 0.00 0.0% Total (A + B) 15.48 100.0% Management board report Governance Financial statements Supplementary informationOther informationIntroduction 135 NSI Annual report 2024 Table 3 Proportion of OpEx from products or services associated with economic activities that qualify as enviromentally sustainable - disclosure covering year 2024 Substantial contribution criteria Do no significant harm criteria Economic activity Codes Absolute [OpEx] Proportion of [OpEx] - % Climate Change Mitigation (CCM) Climate Change Adaptation (CCA) Water and Marine Resources (WTR) Circular Economy (CE) Pollution (PPC) Biodiversity and Ecosystem (BIO) Climate Change Mitigation Climate Change Adaptation Water and Marine Resources Circular Economy Pollution Biodiversity and Ecosystem Minimum safeguards Taxonomy Aligned proportion of [OpEx] year N-1 - % Category Enabling activity - % Category Transitional activity - % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N A. Taxonomy Eligible activities (A1 + A2): % A.1 Enviromentally sustainable actitivies (Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 9.55 99.2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y N/A N/A N/A N/A Y 87.7 % N/A N/A OpEx of environmentally sustainable activities (Taxo- nomy-aligned) (A.1) 9.55 99.2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% A.2 Enviromentally sustainable actitivies (not Taxonomy aligned) Activity 1 - Acquisition and ownership of buildings (7.7) L68 0.21 2.2% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y N/A N/A N/A N/A Y 12.3% Activity 2 - Renovation of exis- ting buildings (7.2) F41 0.21 2.1% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y N/A N/A N/A OpEx of Taxonomy-eligble but not enviromentally sustai- nable activities (not Taxo- nomy-aligned activities) (A.2) 0.41 4.3% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% Total (A.1 + A.2) 9.96 103.5% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% B. Non-Eligible activities: % OpEx of non-Eligble activities -0.34 -3.5% Total (A + B) 9.62 100.0% EU taxonomy alignment summary per substantial contribution criteria Proportion of turnover / total turnover Proportion of CAPEX / total CAPEX Proportion of OPEX / total OPEX Taxonomy-aligned per objective Taxonomy-eligible per objective Taxonomy-aligned per objective Taxonomy-eligible per objective Taxonomy-aligned per objective Taxonomy-eligible per objective CCM 97.21% 100.00% 91.41% 100.00% 99,2% 103,5% CCA 0% 0% 0% 0% 0% 0% WTR 0% 0% 0% 0% 0% 0% CE 0% 0% 0% 0% 0% 0% PPC 0% 0% 0% 0% 0% 0% BIO 0% 0% 0% 0% 0% 0% Management board report Governance Financial statements Supplementary informationOther informationIntroduction 136 NSI Annual report 2024 EPRA key performance measures Overview 2024 2023 € ' 000 per share (€) € ' 000 per share (€) EPRA earnings 41,008 2.09 40,402 2.01 EPRA cost ratio (incl. direct vacancy costs) 27.4% 30.8% EPRA cost ratio (excl. direct vacancy costs) 25.6% 29.1% EPRA property related capital expenditure 33,926 19,425 31 December 2024 31 December 2023 € ' 000 per share (€) € ' 000 per share (€) EPRA NRV 778,367 40.71 819,913 40.68 EPRA NTA 674,351 35.27 711,460 35.30 EPRA NDV 696,797 36.44 733,561 36.40 EPRA LTV 35.5% 34.4% EPRA net initial yield (NIY) 5.6% 5.3% EPRA topped-up net initial yield 6.1% 5.8% EPRA vacancy rate 5.1% 5.2% EPRA earnings 2024 2023 Gross rental income 72,731 71,199 Service costs not recharged -2,030 -1,926 Operating costs -9,622 -10,852 Net rental income 61,079 58,421 Administrative costs -8,298 -9,120 Net financing result -10,225 -8,349 Direct investment result before tax 42,556 40,953 Corporate income tax -1,548 -550 Direct investment result / EPRA earnings 41,008 40,402 Direct investment result / EPRA earnings per share 2.09 2.01 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 137 NSI Annual report 2024 EPRA cost ratio 2024 2023 Administrative costs 8,298 9,120 Service costs not recharged 2,030 1,926 Operating costs (adjusted for municipality taxes) 9,622 10,852 Leasehold - - EPRA costs (including direct vacancy costs) 19,951 21,898 Direct vacancy costs -1,342 -1,187 EPRA costs (excluding direct vacancy costs) 18,609 20,711 Gross rental income 72,731 71,199 EPRA gross rental income 72,731 71,199 EPRA cost ratio (incl. direct vacancy costs) 27.4% 30.8% EPRA cost ratio (excl. direct vacancy costs) 25.6% 29.1% EPRA property related capital expenditure 2024 2023 Acquisitions 18,442 Development 1,920 2,249 Like-for-like portfolio 13,256 12,938 Other 308 4,238 EPRA capital expenditure 33,926 19,425 EPRA NAV 31 December 2024 31 December 2023 EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV IFRS Equity attributable to shareholders 672,344 672,344 672,344 709,882 709,882 709,882 Diluted NAV 672,344 672,344 672,344 709,882 709,882 709,882 Diluted NAV at fair value 672,344 672,344 672,344 709,882 709,882 709,882 Deferred tax in relation to fair value gains of investment property 429 429 - 2 2 - Fair value of financial instruments 1,606 1,606 - 1,608 1,608 - Intangibles as per IFRS balance sheet - -29 -29 - -32 -32 Fair value of fixed interest rate debt - - 24,481 - - 23,711 Real estate transfer tax 103,988 - - 108,422 - - NAV 778,367 674,351 696,797 819,913 711,460 733,561 Fully diluted number of shares 19,120,592 19,120,592 19,120,592 20,155,221 20,155,221 20,155,221 NAV per share 40.71 35.27 36.44 40.68 35.30 36.40 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 138 NSI Annual report 2024 EPRA LTV 31 December 2024 31 December 2023 Borrowings from financial institutions 346,340 344,645 Foreign currency derivatives 1,606 1,608 Net payables 18,022 15,457 Owner occupied property (debt) -2,475 -2,475 Cash & cash equivalents -8,451 -202 Net debt 355,043 359,032 Owner occupied property 2,475 2,475 Investment properties at fair value 945,550 981,010 Properties under construction 51,855 59,030 Intangibles 29 32 Financial assets - - Total property value 999,909 1,042,547 LT V 35.5% 34.4% EPRA yield 31 December 2024 31 December 2023 Investment property including assets held for sale 999,880 1,042,515 Developments -51,855 -59,030 Property investments 948,025 983,485 Allowance for estimated purchasers' costs 125,509 112,117 Gross up completed property portfolio valuation 1,073,534 1,095,602 Annualised cash passing rental income 72,056 71,835 Annualised property outgoings -12,070 -13,725 Annualised net rent 59,986 58,110 Notional rent expiration of rent free periods or other lease incentives 5,116 5,661 Topped-up annualised net rent 65,102 63,771 EPRA net initial yield 5.6% 5.3% EPRA topped-up net initial yield 6.1% 5.8% EPRA vacancy 31 December 2024 31 December 2023 Estimated rental value of vacant space 4,186 4,320 Estimated rental value of the whole portfolio 82,683 83,516 EPRA vacancy 5.1% 5.2% Management board report Governance Financial statements Supplementary informationOther informationIntroduction 139 NSI Annual report 2024 Five year overview Key financial metrics - revenues and earnings 2020 2021 2022 2023 2024 Net rental income 60,466 63,272 59,325 58,421 61,079 Net rental income - like-for-like growth 0.8% 3.0% 7. 4 % 4.6% 58,349 Direct investment result 44,943 46,373 42,733 40,402 41,008 Indirect investment result -65,357 74,588 -74,103 -182,772 -28,636 Total investment result -20,414 120,961 -31,370 -142,370 12,372 EPRA earnings per share 2.35 2.38 2.15 2.01 2.09 Weighted average number of shares outstanding 19,138,717 19,499,825 19,869,975 20,117,872 19,587,785 EPRA cost ratio (excl. direct vacancy costs) 28.4% 26.0% 27.8% 29.1% 25.6% Key financial metrics - balance sheet 31 Dec. 2020 31 Dec. 2021 31 Dec. 2022 31 Dec. 2023 31 Dec. 2024 Investment property 1,240,192 1,338,034 1,259,235 1,028,801 988,559 Net debt -366,194 -382,073 -365,480 -344,443 -337,889 Other assets / liabilities -19,560 -7,504 -6,746 25,524 21,675 Equity 854,438 948,457 887,008 709,882 672,344 EPRA NTA per share 44.44 48.23 44.17 35.30 35.27 Number of shares outstanding 19,291,415 19,698,207 20,054,241 20,155,221 19,120,592 Net LTV 29.2% 28.2% 28.7% 33.0% 33.8% Key esg metrics 2020 2021 2022 2023 2024 EPC-label (percentage portfolio label A or better) 74% 81% 88% 95% 96% 1 GRESB-score 88 92 93 94 93 Key portfolio metrics 31 Dec. 2020 31 Dec. 2021 31 Dec. 2022 31 Dec. 2023 31 Dec. 2024 Number of properties 60 52 49 46 44 Market value (€m) 1,253 1,355 1,275 1,043 1,000 Lettable area (sqm k) 473 409 382 351 346 Annual contracted rent (€m) 84 76 78 77 77 ERV (€m) 93 87 88 84 84 EPRA net initial yield 4.5% 4.1% 4.6% 5.3% 5.6% Gross initial yield 6.7% 5.9% 6.4% 7.9% 8.0% EPRA vacancy 7.0% 5.9% 6.2% 5.2% 5.1% Wault (yrs) 4.0 4.1 3.9 3.7 3.6 1 Excluding Vitrum and WellHouse. If these assets would be included it would be 75,33%. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 140 NSI Annual report 2024 Glossary key performance measures Average rent per sqm The total annual contracted rent divided by the total leased square meters. Certification The percentage of assets within the portfolio that have formally obtained sustainability certification, ratings or labelling valid at the end of the reporting period. NSI reports on the following certificates: • BREEAM (based on market value); • EPC label (based on market value); • GRESB-score (expressed as an overall score for total NSI). Cost ratio (EPRA) EPRA costs include all administrative costs, net service costs and operating expenses as reported under IFRS, but do not include ground rent costs. These costs are reflected including and excluding direct vacancy costs. The EPRA cost ratio is calculated as a percentage of gross rental income less ground rent costs. Dutch REIT (FBI-regime) NSI qualifies as a Dutch Real Estate Investment Trust (fiscale beleg- gingsinstelling or FBI) and as such is charged a corporate income tax rate of 0% on its earnings. The tax regime stipulates certain conditions, such as a maximum ratio of 60% between debt and the book value of real estate, maximum ownership of shares by one legal entity or natural persons, and the obligation to pay out the annual profit by way of dividends within eight months after the end of the financial year. Before 2014, activities permitted under FBI legislation were limited to portfolio investments activities only. Effective 1 January 2014, new legislation that allows FBI’s to perform enterprise-type business activities within certain limits. These activities must be carried out by a taxable subsidiary and must support the operation of the FBI’s real estate business. Earnings (EPRA) EPRA earnings is a measure of operational performance and represents the net income generated from operational activities. It excludes all components not relevant to the underlying net income performance of the portfolio. Earnings per share (EPRA) Indicator for the profitability of NSI; portion of the EPRA earnings attributable to shareholders allocated to the weighted average number of ordinary shares. Energy intensity (CRREM) The total energy used by renewable and non-renewable resources during a reporting period, normalised by the sum of the CRREM floor area in square meters (gross floor area minus parking garages and outer façade) for the properties in scope excluding property with energy use for production facilities. EPC-label Energy Performance Certificates (EPCs) tell you how energy efficient a building is and give it a rating from A (very efficient) to G (inefficient) European Public Real Estate Association (EPRA) Association of Europe’s leading property companies, investors and consultants which strives to establish best practices in accounting, reporting and corporate governance and to provide high-quality information to investors. Estimated rental value (ERV) The estimated amount at which a property or space within a prop- erty, would be let under the market conditions prevailing on the date of valuation. G4 G4 refers to the locations Amsterdam, Den Haag, Rotterdam, and Utrecht. GRESB score The GRESB Score is an overall measure of ESG performance – represented as a percentage (100 percent maximum). The GRESB Score gives quantitative insight into the company’s ESG perfor- mance in absolute terms, over time and against your peers. HNK HNK stands for ‘Het Nieuwe Kantoor’, (which means ‘The New Office’). HNK is NSI’s flexible office concept and offers an inspiring environment with stylish workplaces, office spaces, meeting areas, catering facilities and various ancillary services. HNK offers different propositions, including memberships (flexible worksta- tions), managed offices (fully equipped offices), bespoke offices and meeting rooms. Interest coverage ratio (ICR) Debt ratio and profitability ratio used to determine how easily a company can pay interest on outstanding debt. The interest coverage ratio is calculated by dividing net rental income during a given period by net financing expenses during the same period adjusted for capitalised interest. Investment result - direct The direct result reflects the recurring income arising from core operational activities. The direct result consists of gross rental income minus operating costs, service costs not recharged to tenants, administrative costs, direct financing costs, corporate income tax on the direct result, and the direct investment result attributable to non-controlling interests. Investment result - indirect The indirect result reflects all income and expenses not arising from day-today operations. The indirect result consists of reval- uations of property, net result on sales of investment, indirect financing costs (movement in market value of derivatives and exchange rate differences, corporate income tax on the indirect result, and the indirect investment result attributable to non-con- trolling interests. Investment result – total The total result reflects all income and expenses; it is the total of the direct and the indirect investment result. Lease incentives Adjustments in rent granted to a tenant or a contribution to tenants’ expenses in order to secure a lease. The impact of lease incentives on net rental income is straight line over the firm duration of the lease contract under IFRS. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 141 NSI Annual report 2024 Like-for-like rental income Like-for-like growth figures aim at assessing the organic growth of NSI. In the case of like-for-like rental income the aim is to compare the rental income of all or part of the standing portfolio over a certain period with the rental income for the same portfolio over a previous period (i.e. year-onyear and/or quarter-on-quarter). In order to calculate like-for-like growth, the nominal increase in rent is adjusted for the impact of acquisitions, divestments and properties transferred to and from the development portfolio and between segments (e.g. office to HNK). Loan to value (LTV, net) The LTV-ratio reflects the balance sheet value of interest-bearing debts plus short term debts to credit institutions, net of cash and cash equivalents, expressed as a percentage of the total real estate investments, including assets held for sale. Market value investment property (fair value) The estimated amount for which a property should change hands on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein each party had acted knowledgeably, prudently, and without compulsion. The market value does not include transaction costs. Net asset value (NAV) The net asset value represents the total assets minus total liabilities. At NSI this equates to the shareholders’ equity (excluding non-con - trolling interests as stated in the balance sheet). The NAV is often expressed on a per share basis; in this calculation the number of shares outstanding at reporting date is used rather than the average number of shares is used. Net asset value (NAV, EPRA-definition) The EPRA NAV metrics make adjustments to the NAV as per the IFRS financial statements to provide the most relevant information on the fair value of the assets and liabilities, under different scenar - io’s. • EPRA net reinstatement value (NRV): assumes that entities never sell assets and aims to represent the value required to rebuild the entity; • EPRA net tangible assets (NTA): assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax; • EPRA net disposal value (NDV): represents the shareholders’ value under a disposal scenario, where deferred tax, financial instru - ments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. Net margin The net margin measures operating efficiency; it indicates how effective NSI is in managing its expense base. It is calculated as net rental income as a percentage of gross rental income. Net result on sale of investment property The net result on sales of investment property reflects the disposal price paid by a third party for a property minus the value at which the respective property was recorded in the accounts at the moment of sale, net of sales costs made. The sales costs include costs of real estate agents and legal costs, but can also include internal costs made which are directly related to transaction. Rent - effective rent The effective rent reflects the contractual annual rent after straight- lining of rent free periods and rental discounts. Rent - gross rental income (GRI) Gross rental income reflects the rental income from let properties, after taking into account the net effects of straight lining for lease incentives and key money, including turnover rent and other rental income (e.g. specialty leasing and parking income). Rent - net rental income (NRI) Gross rental income net of (net) costs directly attributable to the operation of the property (non-recoverable service charges and operating costs). Income and costs linked to the ownership struc - ture, such as administrative expenses, are not included. Rent - passing cash rent / contracted rent The estimated annualised cash rental income as at reporting date, excluding the net effects of straight-lining of lease incentives. Vacant units and units that are in a rent-free period at the reporting date are deemed to have no passing cash rent. Reversionary potential This ratio compares the minimum guaranteed rent and the turnover rent to the estimated rental value and as such indicates whether a unit or property is underlet or over-rented. Reversionary rate / result from reletting and renewal The reversionary rate measures the rental gain/loss of a deal as the difference between the new rent (after the deal) and the old rent (before the deal). Standing portfolio Standing portfolio is used in like-for-like calculations and concerns the real estate investments at a specific date that have been consist - ently in operation as part of NSI’s portfolio during two comparable periods. Note that an investment property can be considered both standing and at the same time non standing, depending on the comparison periods used (e.g. year-on-year and quarter-on-quarter). Vacancy rate (EPRA) Vacancy rate (EPRA): reflects the loss of rental income against ERV as a percentage of ERV of the total operational portfolio. Weighted average unexpired lease term (wault) This ratio is used as an indicator of the average length of leases in portfolios. It can be calculated over the full lease term of the contracts either up to expiration date or up to break option date. Yield Yield can generally be defined as the income or profit generated by an investment expressed as a percentage of its costs or the total capital invested. • Gross initial yield: the passing rent as a percentage of the market value of an object; • Net initial yield: the passing rent, net of property related costs, as a percentage of the market value of an object; • Net theoretical yield: annualised net theoretical rental income as a percentage of the real estate investments in operation; • EPRA net initial yield: annualised net effective cash passing rent (including estimated turnover rent and other recurring rental income) net of non-recoverable property operating expenses as a percentage of the gross market value of the real estate invest - ments in operation; • EPRA topped-up net initial yield: EPRA net initial yield adjusted for expiring lease incentives; • Reversionary yield: the anticipated yield to which the initial yield will rise (or fall) once the rent reaches the ERV. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 142 NSI Annual report 2024 Glossary esg (non-financial) performance measures Asset health and safety assessments Asset Health and safety assessments refers to the proportion of assets for which health and safety related assessments have been performed, reviewed or assessed to determine the impact owith respect to compliance or further improvement possibilities. Every assessment will be reviewed every three years. • NSI reports on the following assessments:NEN 2767 Inspec- tions (technical) • Inspections carriet out by the Insurance company (technical, health and safety) • Fire safety assessments safety Asset health and safety compliance Asset Health and safety Incidents refers to the amount of inci- dents of non-compliance with regulations and/or voluntary codes concerning Health and Safety within the reporting period. NSI reports on the following incidents: • Incidents of non-compliance with regulations resulting in a fine or penalty; • Incidents of non-compliance with regulations based on a a formal warning of a third party. Certification The percentage of assets within the portfolio that have formally obtained sustainability certifications, ratings or labelling valid at the end of the reporting period. NSI reports on the following certificates: • BREEAM (based on sqm); • EPC-label (based on market value); • GRESB-score (expressed as an overall-score for total organisa- tion). District heating and cooling consumption The energy consumed from “District heating and cooling” systems during the reporting period by Landlord (Scope 2) and Tenant (Scope 3). NSI reports on the following KPI’s: • Total amount of district heating and cooling consumption, split by Landlord obtained and Tenant obtained heating and cooling; • The proportion of the total consumption that is from renewable resources (calculated as percentage of total annual kWh). Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Electricity consumption The electricity consumed during a reporting period. It includes electricity from renewable and non-renewable sources, whether imported or generated on site. This includes the electricity consumed by the EV-charging stations. NSI reports on the following KPI’s: • Total amount of electricity consumption, split by Landlord (Scope 2) obtained and Tenant (Scope 3) obtained electricity; • The proportion of the total consumption obtained by Landlord from renewable resources. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Employees Individuals that are in an employment agreement with NSI, accor- ding to national law or its application (i.e. employees). Employees exclude temporary staff (not on payroll NSI) Employee health and safety The occupational health and safety performance of the organisa- tion with relation to its employees. NSI reports on the following KPI’s: • Absentee rate: actual absentee days lost due to illness as a percentage of total number of days scheduled to be worked by all employees; • Injury rate: the frequency of injuries relative to the total time worked by all employees during the reporting period; • Work related fatalities: this refers to the number of death of employees during the reporting period while performing work for the organisation Employee turnover and retention The total number and rate of new employee hires and employee turnover during the reporting period. Employee training and development The average hours of (external) training, paid for by NSI, that the organisation’s employees have undertaken in the reporting period based on the average hours prescribed for the training as indi- cated by the training provider divided by the average number of employees (headcount) during the reporting period. Energy intensity The total energy used by renewable and non-renewable resources during a reporting period, normalised by the sum of the gross floor area in square meters for the properties in scope. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Energy intensity (CRREM) The total energy used by renewable and non-renewable resources during a reporting period, normalised by the sum of the CRREM floor area in square meters (gross floor area minus parking garages and outer façade) for the properties in scope. Fuel consumption The fuel used from direct (renewable and non-renewable) resources (direct meaning that the fuel is combusted on site) over a reporting period. NSI reports on the following KPI’s: • Total amount of fuel used from direct resources, split in Land- lord obtained and Tenant obtained fuels; • The proportion of the total consumption that is from renewable resources. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 143 NSI Annual report 2024 Gender diversity The percentage of male and female employees in the organisation as per reporting date based on the headcount. Gender pay ratio The ratio of the basic annual salary or remuneration, including variable components, of male to female, taking into account the full-time employee equivalent. Greenhouse gas (GHG) Direct emissions (Scope 1) The total amount of Landlord induced direct greenhouse gas emis- sions generated during a reporting period. “Direct” refers to GHG-emissions that are generated on site through combustion of the energy source. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Greenhouse gas (GHG) Indirect emissions (Scope 2) The total amount of Landlord induced indirect greenhouse gas emissions generated during a reporting period. “Indirect” refers to GHG-emissions that are not generated on site through combustion of the energy source, but refers to GHG-emis- sions induced off site. This includes the GHG-emissions caused by “District heating and cooling” and/or consumption of “Non-rene- wable electricity”. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Greenhouse gas (GHG) Direct & Indirect emissions (Scope 3) The total amount of Tenant induced both direct and indirect green- house gas emissions generated during a reporting period. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Greenhouse gas (GHG) emissions intensity The total amount of direct and indirect GHG-emissions (Scope 1, 2 and 3) generated from energy consumption in a building during a reporting period, divided by the sum of the gross floor area in square meters for the properties in scope. This includes only data of buildings if data for all GHG-scopes is available. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Like-for-like Like-for-like refers to the part of the portfolio that has been consistently in operation, and not under development, during the most recent two full reporting periods. Location-based GHG emissions Location-based GHG emissions Is emissions that are calculated based on the average national energy mix. Market-based GHG emissions Market-based GHG emissions are emissions that are calculated on the basis of energy purchased by NSI. Percentage employee performance appraisals The percentage of total employees who received annual perfor- mance and career development reviews during the reporting period, including appraisals in the current reporting year over the previous reporting year. Water consumption The total amount of water consumed (by Landlord and Tenant) within the portfolio during a reporting period. The amount of water consumption includes a portion of estimate (calculated on an extrapolation based on the average consumption of the specific building) when data was yet not available for the 12 month period. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Waste by disposal routes The amount of waste produced and disposed of via various disposal methods routes over a reporting period (as calculated by Milieuservice NL). NSI reports on the following KPI’s: • Total amount of waste produced and disposed of, split in hazar- dous and non-hazardous waste; • The proportion of the waste disposed of by disposal route according to type (percentage). Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Water intensity The total amount of water consumed during a reporting period, divided by the sum of the gross floor area in square meters for the properties in scope. Both absolute figures as well as a like-for-like comparison with the prior reporting period are reported. Management board report Governance Financial statements Supplementary informationOther informationIntroduction 144 NSI Annual report 2024 Management board report Governance Financial statements Supplementary informationOther informationIntroduction 144 NSI Annual report 2024 Colophon This annual report is a publication by NSI. NSI Hoogoorddreef 62 1101 BE Amsterdam T 020 76 30 300 E [email protected] www.nsi.nl Editing and texts NSI Design and layout Monter, Amsterdam Photography NSI Management board report Governance Financial statements Supplementary informationOther informationIntroduction Hoogoorddreef 62 1101 BE Amsterdam T 020 76 30 300 www.nsi.nl 724500I77C30W2LZZJ032024-01-012024-12-31724500I77C30W2LZZJ032023-01-012023-12-31724500I77C30W2LZZJ032024-12-31724500I77C30W2LZZJ032023-12-31724500I77C30W2LZZJ032022-12-31724500I77C30W2LZZJ032023-12-31ifrs-full:IssuedCapitalMember724500I77C30W2LZZJ032024-01-012024-12-31ifrs-full:IssuedCapitalMember724500I77C30W2LZZJ032024-12-31ifrs-full:IssuedCapitalMember724500I77C30W2LZZJ032023-12-31ifrs-full:SharePremiumMember724500I77C30W2LZZJ032024-01-012024-12-31ifrs-full:SharePremiumMember724500I77C30W2LZZJ032024-12-31ifrs-full:SharePremiumMember724500I77C30W2LZZJ032023-12-31NSI:OtherReservesAndRetainedEarningsExcludingProfitLossForReportingPeriodMember724500I77C30W2LZZJ032024-01-012024-12-31NSI:OtherReservesAndRetainedEarningsExcludingProfitLossForReportingPeriodMember724500I77C30W2LZZJ032024-12-31NSI:OtherReservesAndRetainedEarningsExcludingProfitLossForReportingPeriodMember724500I77C30W2LZZJ032023-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500I77C30W2LZZJ032024-01-012024-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500I77C30W2LZZJ032024-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500I77C30W2LZZJ032022-12-31ifrs-full:IssuedCapitalMember724500I77C30W2LZZJ032023-01-012023-12-31ifrs-full:IssuedCapitalMember724500I77C30W2LZZJ032022-12-31ifrs-full:SharePremiumMember724500I77C30W2LZZJ032023-01-012023-12-31ifrs-full:SharePremiumMember724500I77C30W2LZZJ032022-12-31NSI:OtherReservesAndRetainedEarningsExcludingProfitLossForReportingPeriodMember724500I77C30W2LZZJ032023-01-012023-12-31NSI:OtherReservesAndRetainedEarningsExcludingProfitLossForReportingPeriodMember724500I77C30W2LZZJ032022-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500I77C30W2LZZJ032023-01-012023-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMemberiso4217:EURiso4217:EURxbrli:shares
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