Vastned Belgium NV

Annual Report • Mar 28, 2025

Annual accounts 2024 Vastned Retail N.V.

Directors' report

Dear,

On the date of the preparation of this annual report, Vastned Retail N.V. was merged with and into Vastned NV formerly known as Vastned Belgium NV. This merger became effective as of the st January . Therefore, this annual report is also drawn up in this respect and following the legal requirements applicable.

The year has been one to prepare Vastned Retail N.V. for the future with the delisting of Vastned Retail N.V. hereafter; 'Vastned Retail' and reverse crossborder merger with Vastned NV hereafter; 'Vastned' leading to a reduction in organizational activities that Vastned Retail had with the dual listing of two entities in its group. With that Vastned aims to seize cost efficiencies by significantly decreasing its management staff and related overhead expenses.

Operationally was strong as ever with low vacancy rates, high collection rates and good relationships with our tenants.

Portfolio

Our property portfolio once again proved its quality in . The occupancy rate remained high at around %. In the course of Vastned Retail has divested assets, as part of our strategic reorientation process, for a total amount of . million, with a gain on disposal of . million. One new investment was made in for an amount of . million. The value of the total portfolio including Assets held for sale decreased by . million from ,. million to ,. million, including negative revaluations for an amount of . million. Gross rental income decreased from . million to . million mainly due to divestments. The result for the year attributable to Vastned Retail shareholders increased from . million negative to . million negative. This negative result was mainly due to negative value movements in both and .

Changes to the regulatory environment

The abolishment of the FII Dutch: "FBI" regime as per January was passed into law by the Dutch House of Representatives and Senate. Vastned expects a negative impact to be close to . million on the current portfolio.

Reünancing of external debt

Together with existing lenders, Vastned has been able to secure new financing arrangements for an amount of million to allow for refinancing of the bridge facility in January and the maturing facilities later in . Refer to chapter Financial Instruments in the financial statements for details.

Dividend

Vastned Retail has paid out a final dividend of . per share to its shareholders on December .

Antwerpen, March

Sven Bosman

Chief Executive Officer of Vastned NV

Risk management and internal control

This section provides an overview of Vastned Retail N.V. risk management and control system throughout the year 2024. The risk management and control system formed an integral part of Vastned Retail's business operations and reporting. It aims to ensure, with a reasonable degree of certainty, that the risks to which the company was exposed were adequately identiüed and controlled within the context of a conservative risk proüle.

Overview of risk management at Vastned Retail

Risk and control framework

Monitoring & auditing

Strategy and risk appetite

Since , Vastned Retail9s objective has been to invest in retail property in the most popular high streets of major European cities with historic city centres. In this way, the company aimed to realise stable and predictable longterm results and contribute to the liveability and safety of these historic centres. In Vastned Retail put in place a strategy based on three pillars: i an optimised and concentrated portfolio, ii an efficient organisation and iii a conservative financing strategy.

The execution of this strategy inevitably involved risks. The company9s risk appetite was conservative, which was borne out by the focus on highquality properties in selected cities. Furthermore, longterm value creation was preferred over the growth of the property portfolio, and improving the sustainability of the company and portfolio was an integral part of Vastned Retail's strategy. In operational terms, risks had to be minimised. Vastned Retail9s operational processes were therefore based on best practices.

Vastned Retail9s financial policy may have been characterised as conservative. With respect to compliance, the risk appetite was nil: all applicable laws and regulations had to be fully complied with. Vastned Retail had formulated clear principles in this area, which had been outlined in various codes and regulations and were in line with the Dutch Corporate Governance Code 8the Code9.

In conclusion, Vastned Retail's overall risk appetite may have been described as conservative, which was both in line with and based on the company9s objective to generate stable and predictable longterm results. Vastned Retail had specified the risk appetite, including the qualification of the risk appetite per risk category. These qualifications were as follows: nil, zero tolerance; nil to low tolerance; conservative; measured; and expedient. The risk appetite per risk category added an additional standard to the risk and control framework against which risks were assessed. This standard provided the framework within which the organisation operated.

Tone at the top

The Executive Board and the Executive Committee attach great value to ethical and honest business conduct. Transparent and honest communication is considered a critical success factor for Vastned Retail. In this context, close management of risks is naturally essential, and this approach was clearly communicated within the company. In addition, management organised periodic awareness training sessions with its employees that cover preferred behaviours, the Code of Conduct and transparency. The sessions also provide an opportunity to discuss potential dilemmas.

Policy & procedures

Vastned Retail had translated the main risk areas and processes into policies and procedures that serve as a framework for acting in accordance with internal and external requirements.

Corporate governance

Corporate governance related to how companies were managed and how the management was supervised. Vastned Retail considered proper corporate governance to be one of the key enabling factors in the successful execution of the strategy. Vastned Retail had translated the corporate governance requirements into internal rules and standards.

Code of Conduct and related regulations

The Code of Conduct was a foundational document for Vastned Retail, as it contained the principles that Vastned Retail considered to be fundamental to the company, its employees, tenants, financiers, business relations, shareholders, and society, and the interaction between these stakeholders. The Code of Conduct served to make employees aware of the need to act honestly and transparently by recording what was deemed to be acceptable behavior and what was not. In addition to the Code of Conduct, a Regulation on Incidents and a Speak Up Policy were in force. These regulations were an extension of the Code of Conduct and facilitated the reporting of alleged incidents, either anonymously via the Speak Up Policy or otherwise. These regulations described the procedure for reporting alleged incidents.

The regulations contributed to ethical awareness within Vastned Retail's company culture.

Risk areas

An overview and detailed description of the main risks to which Vastned Retail N.V. was exposed in in the execution of its strategy is provided below. In addition to these strategic risks, the main operational risks, financial risks and compliance risks are also described.

Risk category	Risk	Risk appetite	Likelihood	Impact	Link with six highly material topics	Reference
Strategic	Established strategic principles and choices do not lead to stable and predictable results.	Conservative	High	High		.
	Impact of external factors due to strategic, investment and ünancial policy choices.	Conservative	Medium	High		.
Operational	Unattractiveness as an employer, preventing the retention and attraction of the right employees. Insuþcient alignment of the required quality of employees with the strategy, desired culture of the organisation, or organisational developments.	Zero low tolerance	Medium	High	, , ,	.
	Continuity problems due to the small size of the organisation and/or the reliance on third parties.	Zero low tolerance	High	High	, ,	.
	Transaction error: ünancial risks arising from daily transactions and external events and/or incorrect conduct of investment or divestment analysis.	Low tolerance conservative	Low	High	,	.
	Quality of property valuations: inherent risk that the properties in Vastned Retail9s portfolio are incorrectly valued.	Low tolerance conservative	Low	Medium		.
	Unexpected increase in operating costs or investments regarding properties.	Low tolerance conservative	Low	Medium	, , ,	.
	Cyber security: incorrect functioning or security of the internal ICT infrastructure, leading to data protection or business continuity issues. In addition, the risk that external cloudbased software SAAS is not secured and/or managed in line with Vastned policy.	Zero low tolerance	Medium	High	, ,	.
	Unforeseen signiücant damage to one or more properties or the company's own organisation due to a catastrophe.	Zero low tolerance	Low	Medium	,	.
Financial	Liquidity risk: insuþcient funds available to meet payment obligations.	Nil	Low	High		.
	Finance market risks: insuþcient possibilities to attract equity and/or longterm loans or breach of agreed bank covenants. Failure to anticipate unexpected interest rate ýuctuations ahead of time.	Nil	High	High		.
	Debtor risk: tenants fail to meet their ünancial obligations.	Conservative	Medium	Medium		.
	Making incorrect decisions, internally or externally, by the board, employees or stakeholders on the basis of incorrect and/or incomplete information.	Low tolerance	Low	Medium		.

Risk category	Risk	Risk appetite	Likelihood	Impact	Link with six highly material topics	Reference
Compliance	Failure to comply with tax laws by not implementing changes in tax laws within the organisation correctly, completely and/or in a timely manner.	Nil	Medium	High	, ,	.
	Insuþcient knowledge of third parties during the acquisition, sale or leasing process.	Low tolerance conservative	Low	Low	, ,	.
	Conýicts of interest of employees and between employees and third parties.	Low tolerance conservative	Low	High	, ,	.

Strategic risks

Strategic risks relate to the realisation of stable and predictable longterm results, timely anticipation of externalities and Vastned Retail9s approach to environmental, social and governance matters.

. Stable and predictable results

The objective of Vastned Retail9s strategy was to generate stable and predictable long term results. There was a general strategic risk that the choice of investee country, the type of investment, or the relative size and timing of investments and divestments did not lead to stable and predictable results. The risk appetite in this area was conservative. To mitigate this risk, Vastned Retail invested in highquality assets with attractive and stable returns and was diversifying its rental income by adding more nonfashion tenants. Additionally, Vastned Retail followed a diligent acquisition procedure that clearly identified how each property fits into the portfolio and how it contributed to the company9s longterm results. The current portfolio was under constant scrutiny.

. External factors

Another strategic risk was that Vastned Retail was unable to respond adequately to external factors. There was an inherent risk that the choice of investee country, investment type and the relative size and timings of the investments and divestments may be influenced by external factors such as changes in inflation, currency fluctuations, consumer confidence, consumer spending, energy prices, tenancy legislation, permit policies or a pandemic. This may impacted the expected rent developments, as well as demand for retail locations and, consequently how the value of the investments develop going forward. The risk appetite in this area was conservative. Potential external changes were followed closely during annual strategy sessions and by monitoring developments as they happen, which enabled Vastned Retail to respond quickly and effectively.

Operational risks

Operational risks are risks that arise from potentially inadequate processes, people, systems and/or external events. The main operational risks for Vastned related to the quality of its staff and advisers, the execution of transactions, the quality of property valuations, cost control, the control of the IT environment and catastrophes.

. Quality of employees and advisers

Having the right organisation is defined as one of the three pillars of the company9s strategy. Vastned strives for an open and inclusive culture. Recruiting and retaining the right employees was therefore of the greatest importance. However, the size of the organisation and the scarcity of qualified staff may impede efforts to recruit the right employees. Working with inadequately qualified employees may hamper realising the strategic objectives. The same applies to selecting the right advisors. The risk appetite in this area is low tolerance to nil.

Vastned mitigated this risk through a proactive HR policy that contained standards for the appointment, training, evaluation and remuneration of employees. The Executive Board and Executive Committee annually evaluate the HR policy and its implementation within Vastned for suitability and attractiveness in relation to the strategy. The HR policy forms part of the risk and control framework and is discussed with the Supervisory Board annually. The Executive Committee consisted of two women and three men in . No objectives apply, as this Executive Committee no longer exists due to the merger of Vastned Retail with and in Vastned NV.

Furthermore, Vastned worked exclusively with internationally and nationally reputed external advisers that have proven experience their area of expertise. Advisers were selected after careful consideration based on, among other things, price, quality and relevant expertise.

. Size of the organisation

Before the merger, Vastned Retail was the head of the legal structure, overseeing various subsidiaries spread across the Netherlands, Belgium, France, and Spain. In addition to the sole executive board, an Executive Committee was also appointed.

Due to its small size, the organisation was vulnerable to potential employee departures and absences for example, due to illness, as well as the potential absence of the firm9s sole statutory director. Such occurrences may lead to continuity problems and/or excessive pressure on other employees. Further, management has decided to outsource a number of activities as this was deemed more efficient and cost effective compared with having certain specific expertise and experience inhouse. An inherent risk was that Vastned Retail was dependent on certain external parties including their measures to ensure the quality of staff and certain knowledge. To execute an ethical and transparent business practice and responsible asset and lease management, the Executive Committee constantly monitors whether the workload leads to continuity problems and, if necessary, deploys additional people or parties to alleviate the workload. In addition, a staff list was maintained with job descriptions and potential backup internal and external, with both shortterm emergency scenario and long term structural solution options considered. If the sole statutory director was absent for a longer period of time, the Finance Director would take over on an interim basis for three months during which the Supervisory Board decided on a solution. Furthermore, Vastned Retail agrees detailed service levels agreements SLAs with external service providers. These parties were monitored on an ongoing basis, whereby certain reports indicating the quality of the internal organisation, including processes on which Vastned Retail was dependent, were requested and acted upon on a yearly basis e.g. ISAE .

. Execution of transactions

Transactions involve various risks, such as those arising from the transaction execution process itself and from externalities. Incorrectly performed investment or divestment analyses can also lead to increased transaction risk. Furthermore, there was the risk that a property cannot be leased on the projected rent due to its nature and location and/or tenant quality resulting in vacancy, or that the rent cannot be collected.

Possible consequences of the incomplete control of these risks include incorrect assessment of the riskreturn profile; late investment or divestment; a negative impact on future net rental income, for example as a result of vacancies and associated service charges that cannot be passed on to tenants, and unexpected negative value movements resulting in lower than expected direct and indirect results. The risk appetite in this area was low to conservative.

Vastned Retail followed careful acquisition and divestment procedures to mitigate the related risks listed above, which consisted of:

• Performance of an extensive due diligence investigation to assess commercial, financial, legal, construction and tax aspects using a standard checklist;
• Involvement of various disciplines in acquisitions and divestments;
• Standard format for investment or divestment proposals; and
• Internal authorisation procedures that stated that investments and divestments above a specific amount, as determined annually by the Supervisory Board in : million, required the approval of the Supervisory Board.

. Quality of the property valuations

There was an inherent risk that the properties in Vastned Retail9s portfolio were incorrectly valued, among other factors i.e. by not adequately taking interest rates, ERV's, climaterelated matters and/or references into consideration. This may result in an incorrect indirect result, reputational damage and/or potential claims for making misleading statements to stakeholders. The risk appetite in this area was low to conservative. This risk was mitigated by preparing all property valuations in accordance with an internal appraisal policy and was executed by internationally reputed external appraisers, which were rotated every three years. In these appraisals, the bigger properties with an expected value of at least . million were appraised every six months by internationally reputed appraisers, except in Belgium, where valuations take place quarterly. Smaller properties valued at less than . million were appraised externally once a year.

Vastned Retail9s appraisers, CBRE and Cushman & Wakefield, have the largest database in Europe in the area of retail property. They are well placed in the present appraisal market to minimise the estimation uncertainty and assign the correct value to Vastned Retail9s property.

. Cost control

An unexpected rise in operating expenses, general expenses or having to make unexpected additional investments can potentially lead to an incorrect assessment of the riskreturn profile, and therefore to a lower direct and/or indirect result. The risk appetite in this area is low to conservative. For this reason, Vastned Retail has extensive procedures for budgeting and maintenance forecasts. In addition, there are authorisation procedures for entering into various obligations, including maintenance and capital expenditure. Furthermore, reports realisation budget analysis are periodically drawn up and discussed within the Executive Committee and Supervisory Board.

. Control of the IT environment

Effective control of the risks associated with the functioning and security of the internal IT infrastructure is of vital importance for Vastned Retail. The impact of the incomplete control of IT risks may include not being able to report promptly or correctly, either internally or externally, loss of relevant information including personal data, unauthorised access to information including personal data by third parties, and reputational damage. The risk appetite in this area is low to nil.

Vastned Retail mitigates this risk through internal procedures aimed at ensuring proper access security, backup and recovery procedures, periodic checks by external experts, digitalisation of key documents, as well as hiring external knowledge and experience for continuous updates on developments in IT and cyber security. These updates include mandatory phishing campaigns, elearnings, classroombased training sessions and crisis simulations.

No major ITrelated incidents that impacted business operations took place in .

. Catastrophe risk

Catastrophe risk is the risk that a catastrophe causes extensive damage to one or more properties and, as such, with the potential consequent loss of rent, a lower direct and indirect result, and tenants bringing claims and legal proceedings. Vastned Retail was insured based on conditions that were customary in the industry regarding damage to property, liability and loss of rent during the period until the property is rebuilt and re let.

In , no catastrophes resulting in physical damage to properties occurred.

Financial risks

The main financial risks were related to the company9s liquidity, the financing market both the refinancing risk and the interest rate risk, debtors and financial reporting.

. Liquidity risk

Liquidity risk is the risk that insufficient resources are available for daily payment obligations. The potential impact of this is that reputational damage is sustained or that additional financing costs are incurred, which may result in a lower direct result. The risk appetite in this area was nil. The treasurer of Vastned Retail monitored the cash flow policy and prepares daily cash flow forecasts. The principles of the cash flow policy were outlined in the Treasury Charter, which was periodically reviewed by the Executive Committee and approved by the Supervisory Board.

In , due to the COVID pandemic, Vastned implemented additional control measures to monitor the liquidity position including increased frequency of reports to the Executive Board and Supervisory Board and the preparation and analysis of detailed liquidity forecasts. These measures remained in place since then.

Vastned Retail has a total of ,, shares of which ,, are treasury shares that are not entitled to dividend.

. Financing market risks

Financing market risks include refinancing risk and interest rate risk. Refinancing risk relates to the risk that not enough equity or longterm loan capital can be attracted or only with unfavourable conditions. The financing market risks also relate to the possibility that loan covenants are breached. This can create a situation whereby there is not enough financing room for investments. It could also force the company to divest assets. When refinancing risk increases, financing costs increase, potentially leading to a lower direct and indirect result and to reputational damage, in the financial markets, in particular. The risk appetite in this area was nil.

Interest rate risks were caused by interest rate fluctuations, which may result in rising financing costs, in turn leading to a lower direct result. Although a limited part of Vastned Retail9s loan portfolio was subject to variable rates in , the impact of the higher interest rates has been considerable. Vastned Retail anticipated the interest rates to remain stable at a higher level and therefore further impact on its results.

Given the capitalintensive nature of Vastned Retail, maintaining a good financial credit profile was critical to supporting the continued availability of funds at competitive interest rates.

To mitigate the above risks, Vastned Retail has put in place a conservative financial policy and control measures:

• Financing with loan capital was limited to a maximum of % of the market value of the property;
• The share of shortterm loans was limited to a maximum of % of the loan portfolio;
• Where possible, financing was spread between different banks and other sources of financing, such as private placement bonds;
• The share of nonbank financing must be over %;
• No more than a third of the loan portfolio had a floating interest rate;
• Internal monitoring took place via periodic internal financial reports, including sensitivity analyses, financing ratios, development of bank covenants and funding scope and internal procedures, as outlined, including in the Treasury Charter; and
• The outcomes of these reports were periodically discussed with the Audit and Compliance Committee and the Supervisory Board.

In , Vastned Retail complied with all bank covenants. Given the execution of strategic reorientation and or reverse merger Vastned Retail currently deviates from the above mentioned financial policy and control measures.

. Debtor risk

Debtor risk relates to loss of rental income due to payment defaults and bankruptcies, leading to a lowerthanexpected direct and indirect result. The risk appetite in this area was conservative. To mitigate debtor risk, Vastned Retail screened tenants before concluding leases. In addition, the financial status and payment behaviour of tenants were monitored through regular talks with tenants and by examining external sources. Prospective tenants must provide a bank guarantee and/or deposit prior to the start date of the agreement.

The Executive Board reviews the company9s debtor lists frequently, including the transaction register. Vastned Retail took a tailormade approach to examining its individual arrangements with tenants. Payment arrangements and behaviour by tenants were monitored systematically. Additional control measures were also in place, including increasing the frequency of consultation with debtors by the property management teams.

. Reporting risk

Reporting risk relates to the impact of the incorrect, incomplete or late provision of information for internal decisionmaking or the provision of information to external parties, such as shareholders, banks and regulators, which may lead to reputational damage and potential claims based on misleading statements to stakeholders. The risk appetite in this area is low to nil.

Vastned Retail maintains a robust system of internal control measures and administrative organisational measures. These provide key checks and balances with respect to financial reports, such as:

• Involvement of different disciplines in the preparation of reports and proposals for investments and divestments;
• Budgeting, quarterly updated forecasts and analyses of figures;
• Appraisal procedures independent external appraisers, which are frequently rotated, internal IRR analyses and the use of internationally accepted appraisal guidelines;
• Periodic business report meetings in which, on the basis of reports, operational activities are discussed in detail with the country managers;
• Groupwide Instruction and Accounting Manual on accounting principles and reporting data, as well as internal training in the area of the International Financial Reporting Standard IFRS and other standards;
• Periodic management consultation on external audit results; and
• Discussion of external audit results with the Audit and Compliance Committee and the Supervisory Board.

In , no material events occurred regarding reporting. The use and further development of the company9s property management system, Yardi, at the various Vastned Retail offices allowed for accurate and timely reporting.

Compliance risks

Compliance risks are risks related to failing to comply, either fully or partially, with tax and other laws and regulations or unethical conduct. Potential consequences of this may be reputational damage, tax and legal claims and proceedings or loss of tax status. This can potentially lead to a lower direct and indirect result. The risk appetite in this area was nil. Effective control of compliance risks, led by Vastned Retail9s compliance officer is of crucial importance for a property company such as Vastned Retail, given the property sector9s traditional approach to conduct risk.

In , no material events occurred regarding compliance.

. Tax laws and regulations risk

As a result of its FII status Dutch: <FBI=, Vastned Retail had to abide by specific rules with regard to tax. As such, the company followed a conservative approach to tax risks and has implemented measures to secure compliance and minimise the risk of adverse taxrelated matters. Vastned Retail had adequate fiscal policies in place and strives to minimise the potential negative impact of any tax risk.

Tax risks relate to failing to comply or inadequately complying with tax laws and regulations, incorrect assessment of tax exposure or unethical conduct with the potential consequences of reputational damage, tax claims and proceedings and loss of FII tax status, leading to a lower direct and indirect result. The risk appetite in this area was nil.

Vastned Retail has an internal tax policy outlining the risk appetite and the general principles with regard to tax. Control measures and administrative and organisational measures have been established regarding various areas of taxation. Internal procedures comprise:

• Evaluation of contractual commitments by internal and, where necessary, external tax lawyers;
• Employees taking relevant professional training;
• Continuous monitoring of the conditions for the application of the tax regime, including financing ratios, mandatory dividend distributions and the composition of the shareholder base, by internal and external tax experts; ;
• Careful analysis of tax risks involved in acquisitions and divestments, including turnover tax, transfer tax, deferred tax liabilities, etc.

In , the Dutch government explored the potential targeted adjustment of the FII regime and subsequently announced that it will abolish the current fiscal regime for Dutch FIIs in the Netherlands. In first instance, this proposal included the abolishment as per January after which this was postponed to January . In , the abolishment of the FII regime as per January was passed into legislation by the house of representatives and the senate in the Netherlands. Specific amendments were made to the proposal, in order to allow time for the impacted companies to re structure their business. Unfortunately, this will not materially impact the effect of the abolishment of the FII regime for Vastned Retail.

. Laws and regulations / Codes and regulations

As previously described, Vastned Retail had various regulations in place. Deviations from the Code of Conduct and unethical behaviour may result in reputational damage as well as claims and legal proceedings, leading to higher costs and a lower direct result. The risk appetite in this area was nil.

Vastned Retail has internal procedures and training programmes in place aimed at keeping knowledge of laws and regulations up to date. Compliance with the Code of Conduct is discussed with staff members at least once a year, and employees were explicitly asked to confirm they have complied with the Code of Conduct.

In , no material events occurred regarding the Code of Conduct.

. Third parties and conýicting interests

Insufficient knowledge of tenants, sellers, buyers or parties acting on Vastned Retail9s instructions creates a potential risk of doing business with parties that are harmful to Vastned Retail9s reputation. In addition, conflicts of interest between employees and third parties may cause reputational damage, claims and legal proceedings, resulting in higher costs and a lower direct result. For the rules on conflicts of interest, please refer to the text of the Code of Conduct. The risk appetite in this area was conservative.

As part of the due diligence process, third parties are screened in accordance with an internal Customer Due Dilligence Policy. The results of this screening were set out in the due diligence report submitted to the Executive Board as part of the decisionmaking process.

Monitoring and audits

Monitoring

In , the control measures implemented within Vastned Retail were updated when deemed necessary and audited again. This audit did not highlight any material findings. A number of adjustments were made to the control system due to further streamlining of internal processes.

As indicated, Vastned Retail has procedures in place to report incidents, either anonymously or otherwise. No notable incidents were reported in .

Internal audit

The internal audit function has been subcontracted to BDO Consultants B.V. since . In , BDO Consultants B.V. was mandated to perform the internal audit from up to and including .

BDO Consultants B.V. carries out random checks on the functioning of the various internal procedures in the countries where Vastned Retail is active. No material findings were noted during the audits executed in ; however, Vastned Retail received valuable recommendations. Vastned Retail took note of these recommendations, and procedures were adjusted when deemed necessary.

Outlook

Due to the merger effective January , , the outlook for Vastned Retail N.V. has been discontinued.

Financial Statements

Consolidated proût and loss account

thousand	Note
Gross rental income	,	,	,
Other income
Net service charge expenses
Operating expenses		,	,
Net rental income		,	,
Value movements in property in operation		,	,
Value movement in property held for sale		,
Total value movements in property		,	,
Net result on divestments of property
Total net income from property		,	,
Financial income
Financial expenses		,	,
Value movements in ünancial derivatives		,	,
Net ünancing costs		,	,
General expenses		,	,
Total net ünancing costs and general expenses		,	,
Result before taxes		,	,
Current income tax expense			,
Movement deferred tax assets and liabilities	,	,
Restructuring expenses		,
Total income tax and restructuring expenses		,	,
Result after taxes		,	,
Result attributable to Vastned Retail shareholders		,	,
Result attributable to noncontrolling interests		,	,
		,	,

.	.
.	.

Consolidated statement of comprehensive income

thousand	Note
Result after taxes		,	,
Items not reclassiüed to the proüt and loss account
Remeasurement of deüned beneüt obligation
Other comprehensive income after taxes
Total comprehensive result		,	,
Attributable to:
Vastned Retail shareholders		,	,
Noncontrolling interests		,	,
		,	,

Consolidated balance sheet as at 31 December

Assets thousand	Note
Property in operation		,,	,,
Accrued assets in respect of lease incentives		,	,
Total property		,,	,,
Intangible üxed assets
Tangible üxed assets		,
Rightsofuse assets
Financial derivatives			,
Total üxed assets		,,	,,
Assets held for sale		,	,
Financial derivatives		,
Debtors and other receivables	,	,	,
Income tax
Cash and cash equivalents			,
Total current assets		,	,

Assets thousand	Note			Equity and liabilities thousand	Note
Property in operation		,,	,,	Paidup and calledup capital		,	,
Accrued assets in respect of lease incentives		,	,	Share premium reserve		,	,
Total property		,,	,,	Other reserves		,	,
Intangible üxed assets				Result attributable to Vastned Retail shareholders		,	,
Tangible üxed assets		,		Equity Vastned Retail shareholders		,	,
Rightsofuse assets				Equity noncontrolling interests		,	,
Financial derivatives			,	Total equity		,	,
Total üxed assets		,,	,,	Deferred tax liabilities		,	,
Assets held for sale		,	,	Provisions in respect of employee beneüts		,	,
Financial derivatives		,		Longterm interestbearing loans		,	,
Debtors and other receivables	,	,	,	Longterm lease liabilities	,		,
Income tax				Financial derivatives
Cash and cash equivalents			,	Guarantee deposits and other longterm liabilities		,	,
Total current assets		,	,	Total longterm liabilities		,	,
				Payable to banks		,	,
				Redemption of longterm interestbearing loans		,	,
				Shortterm lease liabilities	,
				Income tax
				Other liabilities and accruals		,	,
				Total shortterm liabilities		,	,
Total assets		,,	,,	Total equity and liabilities		,,	,,

Consolidated statement of movements in equity

thousand	Capital paid up and called	Share premium reserve	Other reserves	Result attributable to Vastned Retail shareholders	Equity Vastned Retail shareholders	Equity non controlling interests	Total equity
Balance as at January	,	,	,	,	,	,	,
Result				,	,	,	,
Other comprehensive income
Comprehensive income				,	,	,	,
Final dividend for previous ünancial year in cash				,	,	,	,
Interim dividend in cash			,		,		,
Contribution from proüt appropriation			,	,
Balance as at December	,	,	,	,	,	,	,
Result				,	,	,	,
Other comprehensive income
Comprehensive income				,	,	,	,
Final dividend for previous ünancial year in cash				,	,	,	,
Interim dividend in cash			,		,	,	,
Contribution from proüt appropriation			,	,
Balance as at December	,	,	,	,	,	,	,

Consolidated cash üow statement

Cash ýow from operating activities thousand	Note
Result after taxes		,	,
Adjustments for:
Value movements in property		,	,
Net result on divestments of property
Net ünancing costs1		,	,
Income tax		,	,
Cash ýow from operating activities before changes in working capital and provisions		,	,
Movement in current assets		,
Movement in shortterm liabilities		,
Movements in guarantee deposits
Movement in provisions
Cash ýow from operating activities after changes in working capital and provisions		,	,
Interest received
Interest paid		,	,
Income tax paid			,
Cash ýow from operating activities		,	,
Cash ýow from investing activities
Property acquisition		,
Capital expenditure on property		,	,
Divestments of property		,	,
Cash ýow from property		,
Additions to other üxed assets		,
Release of other üxed assets
Cash ýow from investing activities		,

Cash ýow from ünancing activities	Note
Dividend paid		,	,
Dividend paid to noncontrolling interests		,	,
Interestbearing loans drawn down		,	,
Interestbearing loans redeemed	,	,	,
Cash ýow from ünancing activities		,	,
Net increase/decrease in cash and cash equivalents
Cash and cash equivalents as at January		,
Cash and cash equivalents as at December			,

Including movement of ünancial derivatives

1

Notes on the consolidated ûnancial statements

1. General information

The following applies as until December . As of st January , the Company was merged with and into Vastned, a stock listed company on Euronext Brussels VASTB and Euronext Amsterdam VASTB.

The Company, with its registered office in Amsterdam and principal place of business in Hoofddorp, the Netherlands, was a European listed property company Euronext Amsterdam: VASTN focusing on the best property on the popular high streets of selected European cities with a historic city centre, where shopping, living, working and leisure converge. Vastned Retail9s property clusters have a strong tenant mix of international and national retailers, hospitality businesses, residential tenants and office tenants. Properties are located in the Netherlands, France, Belgium and Spain.

Vastned Retail was filed at the trade register of the Chamber of Commerce under number .

Vastned was listed on the Euronext stock exchange in Amsterdam till December and was delisted with the completion of the reverse merger on January .

The consolidated financial statements of the company consist of those of the company and its subsidiaries jointly referred to as 8the Group9.

2. Signiûcant principles for ûnancial reporting

Statement of compliance

The consolidated financial statements of the company are presented in accordance with the International Financial Reporting Standards IFRS as endorsed by the European Union IFRSEU and also comply with statutory provisions with respect to the financial statements as set out in Title of Book of the Dutch Civil Code. These standards also comprise of all new and revised Standards and Interpretations as published by the International Accounting Standards Board IASB and the International Financial Reporting Standards Interpretations Committee IFRIC, as far as they apply to the Group9s activities during the financial year beginning January .

New or amended standards and interpretations that became eûective on January

The amended standards and interpretations that came into effect in are listed below.

• Amendments to IAS Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent and Noncurrent Liabilities with Covenants applicable for annual periods beginning on or after January
• Amendments to IFRS Leases: Lease Liability in a Sale and Leaseback applicable for annual periods beginning on or after January
• Amendments to IAS Statement of Cash Flows and IFRS Financial Instruments: Disclosures: Supplier Finance Arrangements applicable for annual periods beginning on or after January

New or amended standards and interpretations that became eûective on January

The below mentioned standards have been adopted, but are not yet effective and therefore not yet being applied by the Group.

Amendments to IAS The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

New or amended standards and interpretations not yet adopted by the European Union

The following standards, amended standards and interpretations that have not yet been adopted by the European Union are therefore not yet being applied by the Group:

Amendments to IFRS Financial Instruments and IFRS Financial Instruments: Disclosures: Amendments to the Classification and Measurement of Financial Instruments

The Executive Board does not expect that the application in future periods of the standards mentioned above will have a material impact on the financial statements of the Group.

Principles applied in the presentation of the ünancial reporting

The financial statements are presented in thousand euros; amounts are rounded to the nearest thousand euros unless stated differently.

Property and financial derivatives are valued at fair value; the other items in the financial statements are valued at historical cost unless stated otherwise. Historical cost is generally based on the fair value of the compensation provided in exchange for goods and services.

The fair value is the amount for which an asset can be traded, or a liability settled, between wellinformed, independent parties who are prepared to enter into a transaction, irrespective of whether its prices are directly observable or estimated using a different valuation method. When estimating the fair value of an asset or liability, the Group takes account of the characteristics of the asset or liability if a market actor would take account of these characteristics in valuing the asset or liability on the valuation date. Fair values for valuation or explanation purposes in these consolidated financial statements are determined on such a basis, except for lease transactions that fall under the scope of IFRS .

The main principles used in Vastned Retail9s financial reporting are presented below.

Amortised cost

The amortised cost is the amount for which a financial asset or financial liability is recognised on the balance sheet at initial recognition less repayments on the principal, increased or decreased by the cumulative amortisation of the difference between that initial amount and the final maturity amount determined via the effective interest method less any writedowns directly or by forming a provision due to expected credit losses. For more details, reference is made to note note Debtors and other receivables, starting on page .

Netting

An asset and an item in loan capital are reported net in the financial statements exclusively if and to the extent that:

• a proper legal instrument is available for simultaneous, net settlement of the assets and the item of the loan capital; and
• there is a firm intention to settle the netted item as such or the two items simultaneously.

Judgements, estimates and assumptions

In the preparation of the consolidated financial statements in compliance with IFRS EU, the Executive Board has made judgements concerning estimates and assumptions that impact the figures included in the financial statements. The estimates and underlying assumptions concerning the future are based on historical experience and other relevant factors, given the circumstances on the balance sheet date. The actual results may deviate from these estimates.

The estimates and underlying assumptions are evaluated regularly. Any adjustments are recognised in the period in which the estimate was reviewed or, if the estimate also impacts future periods, also in these future periods. The principal estimates and assumptions concerning the future and other important sources of estimate uncertainties on the balance sheet date that have a material impact on the financial statements and which present a significant risk of material adjustment of book values in the subsequent financial year are presented below.

On May , Vastned NV hereafter referred to as 8Vastned9 or 8the Company9 and its Dutch parent company Vastned Retail N.V. announced that they had entered into an agreement the Merger Protocol for the implementation of a reverse crossborder legal merger in which Vastned Retail N.V. would merge with and into Vastned the 8Merger9.

The Merger was completed at . hours CET on January . Since that moment, the combined company has been called 8Vastned9 and has its head office in Belgium. The listing of the stock of Vastned Retail N.V. has been terminated, but the stock of Vastned NV VASTB trades at Euronext Brussels with a secondary listing on Euronext Amsterdam. As a result of the entry into force of the Merger on January , all assets and liabilities equity of the former Vastned Retail N.V. were transferred to Vastned by universal title, so that Vastned was automatically entitled to all rights and obligations of the former Vastned Retail N.V.. The ,, shares held by Vastned Retail N.V. in Vastned a .% stake in Vastned9s capital prior to the Merger became Vastned9s own shares at the time of the Merger.

Together with existing lenders, Vastned has been able to secure new financing commitments for a total amount of million in order to settle on the bridge loan facility and to refinance the maturing credit facilities. Duration of these new credit facility is between three and five years possibility to extend to seven years.

The Group manages its capital to ensure that entities in the Group will be able to continue as going concern while maximising shareholders' return through the

optimisation of the debt and equity balance as well as the loan to value ratio.

Based on the assessment done by the Executive Board regarding the group9s ability to act as a going concern, the Executive Board concludes that there is no material uncertainty as a going concern in the upcoming months. As such, and based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis. Reference is made to the Annual Report of Vastned that has been published on the website www.vastned.be.

In the application of the Group9s principles for financial reporting, the Executive Board, in consultation with the Audit and Compliance Committee, made the following judgements that have the most significant impact on the figures in the consolidated financial statements. For more specific explanations per balance sheet item and for items in the profit and loss account, reference is made to the general principles and respective notes to these items.

Accounting implications of geopolitical conýicts, current economic circumstances and developments in FIIregulation

was marked by the ongoing military conflicts between Russia and Ukraine and between Israel and Palestine. Economic conditions and further tightened plans to abolish the FII regime as of January , will affect overall performance for the foreseeable future, although the impact of these issues on Vastned Retail's performance and its accounting during was limited.

Abolishment of the FII regime

In , the Dutch government enacted legislation in January to abolish the FII Dutch: "FBI" regime. This will lead to regular taxation of the Dutch real estate activities leading to a significant increase of income taxes to be paid as of fiscal year . The abolishment of the FII regime had no impact on Vastned Retail's financial results in , except for the costs overseeing the restructuring due to the abolishment.

Accounting implications of geopolitical conflicts. Vastned Retail has carefully considered its direct and indirect exposures to the military conflicts and concluded that these have been, and most likely will continue to be limited, as are the effects on the financial statements.

Climaterelated matters

Vastned Retail has considered environmental, social and governance ESG matters and, in particular, climaterelated risk factors when making estimates and judgements in the preparation of the financial statements. Climaterelated risks may include both

transition impacts; for example, additional costs incurred as a result of transitioning to a lowcarbon economy, or physical impacts, such as damage to assets as a result of fires and flooding. The impact of particular transactions, other events and conditions on Vastned Retail9s financial position and financial performance have been assessed by management and disclosed when and where required at the individual notes. In light of the current focus on, and impact of, climate change, management has assessed the impact of climate change on Vastned Retail and vice versa. The Group constantly monitors the latest government legislation in relation to climaterelated matters and presently considers the impact of climaterelated matters on Vastned Retail9s business model as limited. However, Vastned Retail recognises that these matters could potentially impact the valuation of property fair value estimation, trade receivables, deferred tax positions and provisions and/or contingent liabilities. At present, the impact of climaterelated matters is not material to the Group9s financial statements. Reference is made to note note Property in operation, starting on page for a more detailed description of the indicated risks and effects.

Leases

Lease income

The accounting of lease income in the case of an operating lease, the Group considers what can be reasonably expected concerning the performance and the effect of the lease, including the most probable lease term, partly based on specifically agreed issues and economic circumstances and incentives.

Classification the Group as lessor

The Group has concluded leases for its property. Based on an evaluation of the provisions and conditions of the agreements, such as whether or not the lease period covers a significant portion of the useful life of the property and whether or not the present value of the minimum lease payments principally concerns all amounts of the fair value of the property, the Group has determined that it retains all the principal risks and benefits of ownership of the property and therefore presents the contracts as operating leases.

Income from contracts with clients

Obligations to perform and principalagent considerations in the event of services to customers.

The Group provides certain services to lessees of property, as outlined in the contract that the Group enters into as a lessor. These services are provided by third parties. The Group charges service charges for this. Service charges are expenses for power, doormen, garden maintenance, etc., which can be charged to the tenant under the terms of the lease, whereby the Group can be regarded as an agent. For this reason, the expenses and amounts charged are not specified in the profit and loss account. For further explanation, reference is made to section Net service charge expenses in this note.

In France, lessees are charged contractually agreed fees for the management of general areas of the property. These fees are related to the rent charged to lessees and the floor area leased. Such fees are not necessarily equal to the costs of the services. As a result, the Group receives the remaining benefits. The Group is also responsible for providing these services; based on this principle, the Group has control of these services. As a result, the Group can be regarded as a principal. These fees are presented under 8Other income9.

Determining the time of sale of a property

Contracts relating to the sale of property are recognised in principle at the time when control is transferred to the buyer, being the time when the property is delivered to the buyer and this party can therefore actually make use of the property. For an unconditional exchange of contracts, it is generally expected that control is transferred to the buyer along with the legal title.

Estimates and assumptions

Presented below are the main assumptions regarding future and other significant sources of estimate uncertainty on the reporting date that constitute a significant risk that the book value of assets and liabilities may cause a material adjustment in the following financial year. The Group has based its assumptions and estimates on available parameters in the preparation of the consolidated financial statements. Existing circumstances and assumptions for future developments may change, however, as a result of market changes or circumstances beyond the Group9s control. Such changes are reflected in the assumptions when they occur.

Valuation of property

All property in operation is appraised at least once per year by independently certified appraisers. These appraisals are based on assumptions including the estimated rental value of the property in operation, net rental income, future capital expenditure and

the net market yield of the property. As a result, the value of the property in operation is subject to a degree of uncertainty. The actual outcomes may therefore differ from the assumptions, and this may have a positive or negative effect on the value of the property in operation and, as a consequence, on the result. For further explanation, reference is made to note Property in operation, starting on page .

Income tax

Deferred tax assets are included for unused tax losses to the extent that tax profits against which the losses can be offset are likely to be available. Significant estimates and assumptions are required to determine the value of deferred tax assets that can be recognised, based on the probable time and the level of future taxable profits, along with future tax planning strategies. Further details on taxes are presented on page and in note Income tax, starting on page .

Provision for expected credit losses

The Group employs a provisions matrix for the calculation of expected credit losses on receivables. The provision rates are based on the historical credit loss experience of the Group, corrected for forwardlooking factors that are specific to the debtors and the economic environment. Further details on expected credit losses are presented in note Debtors and other receivables, starting on page .

Legal proceedings

As at December , there were no legal proceedings for which the final outcome is expected by the Executive Board to result in a significant outflow of cash and cash equivalents and, as such, a negative impact on the result. If the outcome of any legal proceedings should differ from the Executive Board9s estimates, this might have a negative impact on the result.

The accounting principles for financial reporting under IFRS as endorsed by the European Union, set out below, have been applied consistently within the Group and for all periods presented in these consolidated financial statements.

Principles for consolidation

Subsidiaries

Subsidiaries are entities over which the company has direct or indirect control. The company has control if:

• it has power over the entity;
• it is exposed to or entitled to variable returns because of its involvement in the entity; and

it has the possibility of using its control over the entity to influence the size of these returns.

Every one of these three criteria must be satisfied before the company is deemed to have control over the entity in which it has an interest.

The financial statements of the subsidiaries are included in the consolidated statements from the date at which control is first obtained until such time when control ceases. Once control is obtained, all subsequent changes in ownership interests that do not involve the loss of that control will be treated as transactions among shareholders. Noncontrolling interests are separately recognised in the balance sheet under equity. Noncontrolling interests in the result of the Group are also recognised separately.

Transactions eliminated on consolidation

Balances within the Group and possible unrealised profits and losses on transactions within the Group, or income and expenditure from such transactions, are eliminated in the presentation of the financial statements. Unrealised profits with respect to transactions with associates are eliminated proportionally to the interest that the Group has in the entity. Unrealised losses are eliminated in the same way as unrealised profits, but only to the extent that there is no evidence of impairment.

Acquisitions of subsidiaries

The Group acquires subsidiaries that own property. At the time of acquisition, the Group assesses whether the acquisition must be designated as a business combination or as the purchase of an asset. The Group recognises the acquisition of a subsidiary as a business combination if the acquisition also involves acquiring an integrated series of activities. More specifically, the Group takes into account the degree to which significant processes are acquired and, in particular, the size of the services provided by the subsidiary. The costs of the acquisition of a business combination are valued at the fair value of the underlying assets, equity instruments issued, and debts incurred or taken over at the time of transfer. Expenses incurred in realising a business combination such as consultancy, legal and accountancy fees are recognised in the profit and loss account. Acquired identifiable assets and contingent liabilities are initially recognised at fair value on the acquisition date. Goodwill is the amount by which, upon its initial recognition, the cost price of an acquired entity exceeds the net fair value of the identifiable assets, liabilities and contingent liabilities. Changes in the purchase price after the acquisition date do not result in recalculation or adjustment of the goodwill. After initial recognition, the goodwill is valued at cost less any cumulative impairment losses. Goodwill is attributed to cashgenerating entities and is not

amortised. Goodwill is assessed for impairment annually, or earlier if circumstances give cause. Negative goodwill resulting from an acquisition is recognised directly in the profit and loss account. For associates, the book value of the goodwill is included in the book value of the investments in the associate in question. If the acquisition of a subsidiary does not qualify as an acquisition of a business combination, the acquisition is recognised as the acquisition of an asset. The expenses incurred in connection with the acquisition are capitalised in that case. Goodwill and deferred tax liabilities at the time of acquisition are not stated.

Foreign currencies

The items in the annual accounts of the separate entities of the Group are recognised in the currency of the principal economic location in which the entity operates the 8functional currency9. The currency of the main cash flows of the entity is taken into account in the determination of the functional currency. As a result, the euro is used as the functional currency at all foreign entities where the Group operates.

The consolidated financial statements are presented in euros, the Group9s reporting currency. In the preparation of the financial statements of the separate entities, transactions in foreign currencies are recognised at the exchange rate effective on the transaction date. Foreign currency results arising from the settlement of these transactions are recognised in the profit and loss account.

On the balance sheet date, monetary assets and liabilities in foreign currency are converted at the exchange rate effective on that date. Nonmonetary assets and liabilities that are valued at fair value are converted at the exchange rate on the date on which the fair value was determined. Nonmonetary assets and equity and liabilities valued at historical cost are converted at the historical exchange rate.

Property in operation

Property is immovable property held in order to realise rental income, value increases or both. Property is classified as property in operation if the property is available for letting.

Acquisitions and disposals of immovable property available for letting are included in the balance sheet as property or designated as divested at the time when the property is transferred by the seller or to the buyer and the buyer or the seller therefore has the property at their disposal. Upon initial recognition, the property is recognised at acquisition price plus costs attributable to the acquisition, including property transfer tax, property agency fees, due diligence costs, legal costs and civillaw notary costs, and is recognised at fair value on subsequent balance sheet dates.

Property in operation is stated at fair value, with an adjustment for any balance sheet items in respect of lease incentives see section Leases in this note. Fair value is based on market value less the costs borne by the buyer, including property transfer tax and civillaw notary costs, i.e., the estimated value at which a property could be traded on the balance sheet date between wellinformed and independent parties who are prepared to enter into a transaction, both parties acting prudently and without duress. The independent, certified appraisers are instructed to appraise the property in accordance with the 8Appraisal and Valuation Standards9 as published by the Royal Institute of Chartered Surveyors RICS and the International Valuation Standards as published by the International Valuation Standards Council IVSC. These guidelines contain mandatory rules and best practice guidelines for all RICS members and appraisers.

Appraisers use the discounted cash flow method and/or the capitalisation method for determining the market value. In the event that both methods are applied, the respective outcomes are compared. The market value according to the discounted cash flow method is determined as the present value of the cash flow forecast for the following ten years and the end value which is calculated by capitalising the market rental value at the beginning of the eleventh year at a certain yield capitalisation factor. The market value established according to the capitalisation method is determined by capitalising the net market rents on the basis of a yield. The capitalisation factor is based on the yields of recent market transactions for comparable properties at comparable locations. Both methods take into account recent market transactions and differences between market rental value and contractual rental value, incentives provided to tenants, vacancy, operating expenses paid, the state of repair and future developments.

The valuation of Vastned Retail9s property is based on the highest and best use.

To present fair value on the balance sheet date in interim financial statements as accurately as possible, the following system is used:

• Properties in operation with an expected individual value exceeding . million are appraised externally every six months Belgiumbased properties, every three months.
• External appraisals of properties with an expected individual value of . million or less are carried out at least once per year, evenly spread across sixmonth periods. For periods during which these properties are not appraised externally, the fair value of these properties is determined internally.
• The external appraisers must be demonstrably properly certified and must have a good reputation and relevant experience pertaining to the location and the type of property. Furthermore, they must act independently, objectively and ethically.
• In principle, the external appraiser for a property is changed every three years.

Based on this method, approximately .% of the total value of Vastned Retail9s property is effectively appraised externally every six months.

The remuneration of the external appraisers is based on a fixed fee per property and on the number of tenants per property.

Profits or losses resulting from a change in the fair value of the property in operation are recorded in the profit and loss account for the period in which they occur and recognised under 8Value movements in property in operation9.

Profits and losses resulting from divestments of property are determined as the difference between net income from divestment and the latest published book value of the property and are recognised in the period in which the divestment takes place and recorded under 8Net result on divestments of property9.

Vastned Retail took the impact of climaterelated matters, such as energy labels, into consideration when undertaking valuations of properties. This did not result in a material impact on the valuation of the properties as at December .

Tangible and intangible üxed assets

Tangible fixed assets mainly comprise assets held by the Group in the context of ancillary business operations, such as office furniture, computer equipment and vehicles. Tangible fixed assets are valued at cost less cumulative depreciation and any cumulative impairment losses.

Depreciation is recognised in the profit and loss account using the straightline method, taking account of the expected useful life and the residual value of the assets in question.

Intangible assets mainly comprise software, whereby assets with a limited useful life that are acquired separately are valued at cost less cumulative amortisation and any cumulative impairment losses. Amortisation is recognised straightlined over the estimated useful life three or five years. The estimated useful life and amortisation methods are evaluated at the end of each reporting period, whereby the effect of any estimation change is recognised on a prospective basis. Intangible fixed assets with an indefinite useful life that are acquired separately are valued at cost less cumulative impairment losses.

receivable.

The expected useful life is estimated as follows:

Oþce furniture	years
Vehicles	years
Computer equipment	or years

Leases

a The Group as a lessor

The Group concludes leases for its property as a lessor. Lease contracts in which the Group is a lessor are classified as financial or operational leases. When the conditions of the lease indicate that virtually all risks and benefits of ownership are transferred to the lessee, the contract is classified as a financial lease. All other lease contracts are classified as operational leases. The Group lets its property in the form of operational leases. Rental income from operational leases is recognised straightlined over the duration of the relevant lease. Initial direct costs incurred in the acquisition of the operational lease are added to the book value of the leased assets and recognised straightlined over the lease term as a charge. Rentfree periods, lease discounts and other lease incentives are recognised as an integral part of total gross rental income. If a contract contains both lease and nonlease components, the Group applies IFRS to allocate the fee based on the contract to each component.

b The Group as a lessee

At the start of a contract, the Group determines whether the contract is or comprises a lease contract. The Group recognises a right of use and a corresponding lease liability regarding all lease contracts in which the Group is a lessee, except for lease contracts with a lease term of months or less and lease contracts for assets of minimal value, such as tablets and personal computers, small office furniture and telephones. For these lease contracts, the Group recognises the lease payments straightlined as operating expenses for the duration of the lease, unless a different systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are enjoyed. The lease liability is initially valued at the present value of the lease payments that were not paid on the effective date.

Lease payments included in the valuation of the lease liability in principle only comprise fixed lease payments including essentially fixed payments, less any lease incentives

The lease liability is presented as a separate line in the consolidated balance sheet and is determined by raising the book value by interest and by reducing the book value by the lease payments. The Group adjusts the lease liability and makes a corresponding adjustment to the related rightofuse asset when the following situations occur:

• The lease period is changed
• The lease payments change due to changes in an index
• A lease contract is changed and the lease change in this case is not recognised as a separate lease

In a limited number of cases, the Group can be qualified as a lessee. This concerns a number of ground rent agreements and a number of lease contracts for offices that the Group leases for its organisation. The rightofuse assets related to these contracts comprise the initial valuation of the corresponding lease liability, less the lease payments made on or prior to the effective date, any incentives received and increased by any initial direct costs. The rightofuse assets related to the ground rent agreements are included under 8Property in operation9 and are valued at fair value. These rightofuse assets are therefore not depreciated. The rightofuse assets concerning leases for the offices that the Group leases for its organisation are presented as a separate line in the balance sheet and are valued at cost less cumulative amortisation and value decreases.

Rightofuse assets are depreciated over the lease period or, if shorter, the useful life of the underlying assets. For more details, reference is made to note note Leases, starting on page .

The Group applies IAS to determine whether a rightsofuse asset is subject to impairment and recognises any identified impairment loss correspondingly.

Financial derivatives

The Group uses financial interestrate derivatives for hedging interest rate risks resulting from its operating, financing and investing activities. In accordance with the Treasury Policy set by the Executive Board and the Supervisory Board, the Group neither holds nor issues derivatives for trading purposes. Financial derivatives are valued at fair value.

The fair value of financial interest rate derivatives is the amount the Group would expect to receive or pay if the financial interest rate derivatives were to be terminated on the balance sheet date, taking into account the current interest rate and the actual credit risk of the particular counterparty or counterparties on the Group on the balance sheet date. The amount is determined on the basis of information from reputable market parties. For more details, reference is made to note note Financial instruments, starting on page .

A derivative is classified as a current asset or shortterm debt if the remaining term of the derivative is less than months or the derivative is expected to be realised or settled within months.

Value movements in financial derivatives are reported in the profit and loss account. The Group does not apply hedge accounting.

Assets held for sale

Assets and groups of assets are recognised under 8Assets held for sale9 if it is expected that the book value will principally be realised by the sale of the assets within one year after recognition under 8Assets held for sale9 and not as the result of the continued use thereof. This condition is only satisfied if the sale is very likely, the assets are available for immediate sale in their present condition and the Executive Board has prepared a plan for this.

Assets held for sale, i.e. former investment properties valued as per earlier mentioned principles, are recognised at fair value.

Profits or losses resulting from a change in the fair value of assets held for sale are recorded in the profit and loss account under 8Value movements in assets held for sale9 in the period in which they occur.

Debtors and other receivables

Debtors and other receivables are initially recognised at fair value and subsequently measured at amortised cost, less expected credit losses. The expected credit losses on financial assets are determined on the basis of the expected credit loss method ECL. For Debtors and other receivables, the Group applies the simplified approach of the calculation method for the ECL on the basis of expected credit losses over the economic life. The Group employs a provisions matrix for the calculation of expected credit losses on receivables. The provision rates are based on the historical credit loss experience of the Group, corrected for forwardlooking factors that are specific to the debtors and the economic environment.

Shareholders' equity

Shares are classified as equity Vastned Retail shareholders. External costs directly attributable to the issuing of new shares, such as issuing costs, are deducted from the proceeds and consequently recognised in the share premium reserve. In the issue price of shares, account is taken of the estimated result for the current financial year attributable to the shareholders of the company up to the issuing date. The result included in the issue price is added to the share premium reserve.

When repurchasing the company9s own shares, the balance of the amounts paid, including directly attributable costs, is charged to the Other reserves.

No result is recognised in the profit and loss account upon the buyback, sale, issue or cancellation of the company9s own shares.

Dividends in cash are charged to the other reserves in the period in which the dividends are declared by the company.

Income tax

Income tax comprises taxes currently payable and recoverable that are attributable to the reporting period and movements in deferred tax assets and deferred tax liabilities. Income tax is recognised in the profit and loss account, except to the extent that it concerns items that are included directly in equity, in which case the taxes are recognised under equity. The taxes payable and offsettable for the reporting period are the taxes that are expected to be payable on taxable profit in the financial year, calculated on the basis of tax rates and tax legislation enacted or substantially enacted on the balance sheet date, and corrections to taxes payable for previous years. Additional income tax on dividend payments by subsidiaries is recognised as a liability when it is probable that the dividend in question will be distributed.

Deferred tax assets are recognised as income tax to be reclaimed in future periods relating to offsettable temporary differences between the book value and the tax based book value of assets and liabilities. They also relate to the carry forward of unused tax credits to the extent that it is probable that future taxable profits 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.

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 taxbased book value.

For the valuation of deferred tax assets and liabilities, the Group takes into account the tax rates that are expected to apply in the period in which the receivable and/or liability will be settled, based on tax rates substantially enacted on the balance sheet date. For deferred tax assets and liabilities, the average tax rate is applied for the following three years in view of the uncertainty of the realisation of the book value of the property.

Deferred tax assets and liabilities are not discounted.

No deferred tax asset or liability is recognised for taxable temporary differences upon the initial recognition of an asset or a liability in a transaction that is not a business combination and which has no impact on the result at the time of the transaction. Nor are any deferred tax liabilities recognised for taxable temporary differences arising from the initial recognition of goodwill.

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.

Provisions in respect of employee beneüts

Deüned beneüt pension plans

The Group9s net liability in respect of defined benefit pension plans is calculated separately for each plan by estimating the pension rights employees have built up in return for their service during the reporting period and preceding periods. The pension rights with respect to defined benefit pension plans are calculated at the net present value at a discount rate less the fair value of the plan assets from which the liability is to be settled. The discount rate is the yield on the balance sheet date of highquality corporate bonds with maturities approximating the liabilities of the Group. A certified external actuary employs the projected unit credit method for this calculation. This method takes into account, among other things, future employee salary increases and inflation.

If the pension entitlements based on a scheme are changed or if a scheme is curtailed, the ensuing change in entitlements in relation to past service or the gain or loss on that curtailment is recognised directly in the profit and loss account.

If the plan assets exceed the obligations, the recognition of the assets is limited to the present value of the economic benefits available in the form of any future refunds from the plan or lower future pension premiums.

The net interest is calculated by applying the discount rate to the net liability on the basis of defined benefit pension schemes. The interest is recognised in the profit and loss account under 8Financial expenses9. The service costs and administration costs are recognised in the profit and loss account under 8General expenses9.

Remeasurements, consisting of actuarial gains and losses, among others, are reported in the Other comprehensive income.

Deüned contribution pension plans

Commitments of the Group to defined contribution pension plans are recognised as an expenditure in the profit and loss account when the contributions become due.

Longterm personnel beneüts

The liabilities based on longterm employee benefits are stated at the present value of the longservice bonuses to be paid to employees in the future. Movements in the liabilities are reported in the profit and loss account.

Other provisions

In the event that the Group has a legal or constructive obligation resulting from a past event and it is probable that the settlement of that liability requires an outflow of funds and the amount can be reliably measured, provisions are recognised in the balance sheet to cover such an eventuality. If the effect is material, provisions are recognised at the present value of the expenditure that is expected to be required for the settlement of the liability.

Interestbearing debts

Upon initial recognition, interestbearing debts are stated at fair value less the costs associated with the contracting of the interestbearing debt. After their initial recognition, interestbearing debts are stated at amortised cost, with any difference between the cost price and the debt to be repaid recognised in the profit and loss account for the term of the debt based on the effective interest rate method. Interest bearing debts with a term of more than one year are recognised under longterm liabilities. Any repayments on interestbearing debts within one year are recognised under shortterm liabilities.

Derecognition from the balance sheet

An interestbearing debt is derecognised from the balance sheet when the interest bearing debt is discharged, cancelled or expired. If an existing interestbearing debt is replaced by another from the same lender but with substantially different conditions, or the conditions of an existing interestbearing debt are substantially changed, such a replacement or change is managed by derecognising the debt and recognising a new

interestbearing debt. The difference between the respective book values is reported in the profit and loss account.

In the event that the conditions of the interestbearing debts are adjusted, but this does not result in the annulment of the interestbearing debt, the difference between the respective book values is reported in the profit and loss account. This difference is calculated as the difference between the original contractual cash flows and the amended cash flows discounted at the original effective interest rate.

Other liabilities and accruals

Other liabilities and accruals are initially recognised at fair value and subsequently valued at amortised cost.

Net service charge expenses

Service charges are the expenses for power, doormen, garden maintenance, etc., which can be charged to the tenant under the terms of the lease. The part of the service costs that cannot be charged relates largely to vacant units in properties. As mentioned in section Principles applied in the presentation of the financial reporting of this note, only the fees in France are not necessarily equal to the costs of the services. As a result, the Group receives the remaining benefits. The Group can be regarded as an agent. For this reason, the expenses and amounts charged are not specified in the profit and loss account.

Operating expenses

Operating expenses are the costs directly related to the operation of the property, such as maintenance, management costs, insurance, allocation to the provision for uncollectible receivables rent, and local taxes. These costs are attributed to the period to which they relate. Expenses incurred when concluding operating leases, such as commissions, are recognised in the period in which they are incurred.

Net ünancing costs

Net financing costs consist of interest expenses on interestbearing debts attributable to the period, calculated on the basis of the effective interest rate method less capitalised financing costs on property and interest income on outstanding loans and receivables. Net financing costs also include gains and losses resulting from changes in the fair value of the financial derivatives. These gains and losses are recognised immediately in the profit and loss account.

General expenses

General expenses include personnel costs, housing costs, IT costs, publicity costs and the costs of external consultants, and are recognised in the period in which they are incurred. Costs relating to the internal commercial, technical and administrative management of the property are attributed to operating costs paid.

Cash ýow statement

The cash flow statement is prepared based on the indirect method. The funds in the cash flow statement consist of cash and cash equivalents. Income and expenditure in respect of interest are recognised under cash flow from operating activities. Expenditure with respect to dividends is recognised under cash flow from financing activities.

3. Net rental income

					Net service Charge
thousand	Gross rental income		Other income		expenses		Operating expenses		Net rental income
Netherlands	,1	,				,	,	,	,
France	,	,				,	,	,	,
Belgium	,	,				,	,	,	,
Spain	,	,						,	,
	,	,				,	,	,	,

1 Part of the gross rental income for 2024 are payments by tenants for buy-oû of their lease contract for an amount of € 251 thousand

Net service charge expenses thousand
Attributable to leased properties
Attributable to vacant properties
Total net service charge expenses
Operating expenses
Attributable to leased properties	,	,
Attributable to vacant properties
Total operating expenses	,	,
Operating expenses
Maintenance	,	,
Administrative and commercial management1	,	,
Insurance
Local taxes	,	,
Letting costs
Allocation to the provision for expected credit losses on balance
Other operating expenses
Total operating expenses	,	,

1 4% of gross rental income consisting of external costs and general expenses, which are attributed to operating expenses.

The operating expenses include an addition to the provision for expected credit losses of thousand : thousand addition. The overview below presents the allocations per country in :

thousand
	Netherlands	France	Belgium	Total
Allocation to the provision for expected credit losses on balance
thousand
	Netherlands	France	Belgium	Total
Allocation to the provision for expected credit losses on balance

4. Value movements in property

thousand	Positive	Negative	Total	Positive	Negative	Total
Property in operation	,	,	,	,	,	,

5. Net result on divestments of property

thousand
Sale price	,	,
Book value at time of divestment	,	,
	,
Sales costs
Other
Total result on divestment of property

6. Net ûnancing costs

Interest income thousand
Other interest income
Interest expenses
Longterm interestbearing loans	,	,
Shortterm credits and cash loans
Lease liabilities
Other interest expenses
	,	,
Total interest	,	,
Value movements in ünancial derivatives	,	,
Total ünancing costs	,	,

7. General expenses

thousand
Personnel costs	,	,
Remuneration of Supervisory Board1
Consultancy and audit costs	,	,
Appraisal costs
Accommodation and oþce costs
Other expenses	,	,
	,	,
Attributed to operating expenses	,	,
Total	,	,

1 This excludes the expense allowance of the supervisory board, €1,250 per year per member, for travel and accommodation. The expense allowance is included in the personnel costs.

Personnel costs

During , Vastned Retail employed an average of employees FTEs : , of which in the Netherlands and abroad : in the Netherlands and abroad.

During the reporting year, . million was recognised in salaries : . million, . million in social insurance contributions : . million and . million in pension contributions : . million.

The other personnel costs were . million : . million.

Audit costs

The consultancy and audit costs include the costs presented below, which were charged by Deloitte Accountants B.V. and Ernst & Young Accountants LLP for work carried out for Vastned Retail and its subsidiaries.

thousand
Audit fees
Other nonauditrelated fees
Total

The fees stated above for auditing the financial statements are based on the costs reported in the profit and loss account. Of the audit costs, an amount of . million : . million concerned Deloitte Accountants B.V. in the Netherlands. The remaining . million concerned to Ernst & Young Accountants LLP.

Other expenses

The increase of the consultancy and audit costs is amongst other matters related to the strategic reorientation. The Other expenses include publicity costs and IT costs.

8. Income tax

Current income tax expense thousand
Current ünancial year		,
Movement in deferred tax assets and liabilities
In respect of:
Value movements in property	,
Movement in other temporary diûerences
Movement in oûsettable losses
	,
Total	,	,

Reconciliation eûective tax rate

thousand
Result before taxes		,		,
Income tax at Dutch tax rate	.%	,	.%
Eûect of tax rates of subsidiaries operating in other jurisdictions	.%	,	.%
	.%	,	.%	,

The increase of the value movements in property is due by the sale of Rokin Plaza.

The companies in the Group are taxed in accordance with the tax rules in the country of establishment. In some countries, there are special tax regimes for property investments.

Dutch FII regime

In the Netherlands, Vastned Retail and several subsidiaries constitute a tax entity that qualifies as a fiscal investment institution 8FII9 for corporate income tax. As long as this tax entity continues to satisfy the conditions for qualifying as an FII, the tax entity9s tax result is taxed at a corporate income tax rate of %. The majority of the Dutch property portfolio is held by this tax entity. The conditions of the FII regime mainly concern the investment character of the activities, the taxbased financing ratios, the composition of the shareholder base and the cash dividend distribution of the tax result within eight months after the close of the financial year.

Two Dutch companies that hold Dutch property are subject to the regular tax regime, which means that the income less interest, management fees and other expenses is taxed at the nominal corporate income tax rate of .%.

Belgian BEREIT regime

In Belgium, virtually the entire property portfolio is held by the regulated property company 8BEREIT9 named Vastned. A BEREIT essentially has taxexempt status, so that no tax is payable in Belgium on the net rental income and capital gains realised there. The requirements for applying for regulated property company status are largely comparable to those of the Dutch FII regime.

One property is held by a company that is subject to the regular tax regime, which means that the income less interest, depreciation, management fees and other expenses is taxed at the nominal tax rate of .%.

French SIIC regime Sociétés d'Investissement Immobilier Cotées

In France, the entire property portfolio is held by various French companies that are subject to the French SIIC regime. Under this tax regime, no tax is owed on the net rental income and capital gains realised. The requirements of the SIIC regime are largely comparable to those of the Dutch FII regime.

The French management company is subject to the regular tax regime, which means that the taxable result, consisting of income less depreciation, interest and other expenses, is taxed at a nominal tax rate of .%.

Spain

The property in Spain is held by regularly taxed companies. Depreciation, interest, management fees and other expenses are deducted from the taxable net rental income realised in these companies and the nominal tax rate of .% is then applied. The Spanish regularly taxed companies merged on December which resulted in a decrease of income taxes in Spain.

9. Restructuring expenses

The restructuring expenses concerned expenses related to the reversed merger and relating restructuring of the Vastned Retail organization. They consist mainly of external advisory fees.

10. Earnings per share

thousand
	Basic	Diluted	Basic	Diluted
Result after taxes	,	,	,	,
Average number of ordinary shares in
issue
	Basic	Diluted	Basic	Diluted
Balance as at January1	,,	,,	,,	,,
Movements
Average number of ordinary shares in issue	,,	,,	,,	,,
1 Excl. treasury shares
Per share	Basic	Diluted	Basic	Diluted
Result after taxes	.	.	.	.

11. Dividend

On May , the final dividend for the financial year was made payable. The dividend was . per share in cash. The dividend distribution totalled . million.

On December , the interim dividend for the financial year was made payable. The interim dividend was . per share in cash total: . million. This is also the final dividend. No extra dividend is to be paid out relating to financial year .

12. Fair value

The fair value is the amount the Group would expect to receive on the balance sheet date if an asset is sold or to pay if a liability is transferred in an orderly transaction between market parties.

The assets and liabilities valued at fair value on the balance sheet are divided into a hierarchy of three levels:

Level :

The fair value is determined based on published listings in an active market.

Level :

Valuation methods based on information observable in the market.

Level :

Valuation methods based on information that is not observable in the market, which has a more than significant impact on the fair value of the asset or liability.

The table below indicates the level to which the assets and liabilities of the Group valued at fair value are valued:

thousand
Assets valued at fair value	Level	Book value	Fair value	Book value	Fair value
Assets
Property in operation including accrued assets in respect of lease incentives		,,	,,	,,	,,
Financial derivatives		,	,	,	,
Assets held for sale		,	,	,	,
Liabilities valued at fair value
Longterm liabilities
Longterm interestbearing loans		,	,	,	,
Lease liabilities				,	,
Financial derivatives
Shortterm liabilities
Redemption of longterm interestbearing loans		,	,	,	,

All assets and liabilities valued at fair value were valued as at December .

No assets or liabilities were reclassified with respect to levels in and .

The value of the 'Assets held for sale' is determined on the basis of expected sales prices, which are based on draft contracts of sale or letters of intent.

The fair value of the 8Longterm interestbearing loans9 and the 8Lease liabilities9 is calculated as the present value of the cash flows based on the swap yield curve and credit spreads in effect as at December .

The fair value of the 8Debtors and other receivables9, 8Cash and cash equivalents9, 8Guarantee deposits and other longterm liabilities9, 8Payable to banks9, 8Shortterm lease liabilities9 and 8Other liabilities and accruals9 is considered to be equal to the carrying amount, given the shortterm nature of these assets and liabilities and the fact that they are subject to a floating interest rate. For this reason, these items are not included in the table.

For an explanation of the valuation principles for the property in operation and the financial derivatives, reference is made to note Significant principles for financial reporting, starting on page sections 'Property in operation', 'Financial derivatives' and 'Assets held for sale'.

13. Property in operation

All the property in operation is appraised at least once per year by independent certified appraisers. These appraisals are based on assumptions that include the estimated rental value of the property in operation, net rental income, future capital expenditure and the net market yield of the property. As a result, the value of the property in operation is subject to a degree of uncertainty. The actual outcomes may therefore differ from the assumptions. This may have a positive or negative effect on the value of the property in operation, and consequently on the result.

Vastned Retail9s appraisers, CBRE and Cushman & Wakefield, have the largest database in Europe in the area of retail property. They are best placed in the present appraisal market to minimise estimation uncertainty and assign a correct value to Vastned Retail9s property, taking into account the current economic circumstances and its impact on the parameters that are relevant for the market value determination as at December .

The property in operation valued at fair value falls under 8level 9 in terms of valuation method.

Valuation of property

Key principles and assumptions used in determining the appraisal values of the property in operation are as follows:

	Netherlands	France	Belgium	Spain	Total
Appraisal value as at December x million1					,
Lease incentives still to be granted as at the balance sheet date x thousand					,
Market rent per sqm				,
Theoretical annual rent per sqm				,
Vacancy rate at end of reporting year %	.	.	.	.	.
Weighted average lease term in years until ürst break2	.	.	.	.	.

1 This is the value excluding the revaluation related to assets held for sale ²

In France and Spain, this is due to the tenant's legal right.

	Netherlands	France	Belgium	Spain	Total
Appraisal value as at December x million					,
Lease incentives still to be granted as at the balance sheet date x thousand			,		,
Market rent per sqm				,
Theoretical annual rent per sqm				,
Vacancy rate at end of reporting year %	.	.	.	.	.
Weighted average lease term in years until ürst break	.	.	.	.	.

The market rental value is the estimated amount for which a particular space can be let at a certain point in time by wellinformed and independent parties that are prepared to enter into a transaction, with both parties acting prudently and without duress.

The theoretical annual rental value is the gross annual rent exclusive of the effects of straightlining of lease incentives, increased by the annual market rental value of any vacant spaces.

The vacancy rate is calculated by dividing the estimated market rental value of the vacant spaces by the estimated market rental value of the total property portfolio.

The net yield is calculated by dividing the contractual gross rental income less the non recoverable operating expenses by the market value of the property on an allin basis.

As at December , .% of the property in operation was appraised by independently certified appraisers December : .%. The independently certified appraisers who appraised the property in and were CBRE and Cushman & Wakefield in Amsterdam, Brussels, Madrid and Paris.

Impact of climaterelated matters

Climaterelated matters in the broadest sense including governmental action plans, policies and accompanying regulations are increasingly affecting Vastned Retail as an organisation. Management assessed the impact of these matters on the valuation of the property portfolio and concluded, in line with prior years, this impact to be limited. No judgment is linked to this in the valuation based on the following reasons:

Retail units are mainly let as shells, which means that the tenant is often responsible for measures regarding energy and consumption;

• Sustainability measures by the owner are generally taken when the store is empty, whereby largescale maintenance can be carried out at a logical moment. No specific largescale resustainability measures are currently planned that impacted the valuation as such;
• In the event of unfavourable market conditions, investors are more hesitant and unwilling to pay more for a more sustainable retail property. We do see that environmental, social and governance ESG considerations and the Paris Proof commitments are increasingly on the agenda of institutional parties but, currently, most high street properties are purchased by private investors where sustainability often has less impact on their investment behaviour;
• The risk on flooding and/or fires is covered by insurance;
• There is currently no 8obligation9 to ensure at least a 8C9 label, as is the case with offices, which means that no corrections are included in retail in order to make a label jump.

Sensitivity analysis and stress test

Significant changes in the relevant parameters for the valuation of Vastned Retail9s property investments result in a significantly lower or higher market value, with an inherent impact on solvency and the loantovalue rate LTV. Below, a number of sensitivity analyses are listed along with the impact on the valuation based on significant changes to the parameters of net yield and market rent. These parameters are deemed to be the most relevant in view of the current economic situation.

A basispoint increase in the net yields used in the appraisal values would result in a decrease in the value of the property in operation by . million or .% December : . million or .% and a basispoint increase in the loanto value ratio December : basis points and a decrease of the solvency ratio of basis points. At basis points, this would be . million or .%, and and basis points, respectively.

A % decrease in the appraisal values used in the market rents would result in a decrease in the value of the property portfolio by . million or .%, a rise of the loantovalue ratio of basis points and a decrease of the solvency ratio of basis points. At %, this would be . million or .% and and basis points, respectively.

At yearend , the solvency ratio was .% December : .% and the LTV .% December : .%. The solvency ratio agreed with the lenders is %. A basispoint increase in the net yields used in the appraisal values would result in a decrease in the value of the property in operation by . million or .%. In this

event, the loantovalue would rise by basis points from . to ., and the solvency ratio would fall by basis points, from .% to .%. A rise of the net yields used in the appraisal values by more than basis points would therefore result in an 8event of default9 with respect to the solvency covenant.

Property in operation

1

thousand
Balance as at January	,,	,,
Acquisitions	,
Investments	,	,
Transferred from Assets held for sale	,
Transferred to Assets held for sale	,	,
Divestments		,
Manual adjustment
	,,	,,
Value movements1	,	,
Total property in operation excluding ground lease	,,	,,
Accrued assets in respect of lease incentives	,	,
Appraisal value as at December	,,	,,
Ground lease		,
Balance as at December	,,	,,

The diûerence with the P&L pertains value movements in relation to lease incentives released due to the sale of Rokin

The acquisitions during concerned two properties in Belgium.

The capital expenditure in involved improvements to a number of properties in the relevant countries.

The divestments in concerned one property in France.

In the Netherlands, the value movements in were . million negative : . million negative. In France, the value movements came to . million negative : . million negative. In Belgium, the value movements of the property portfolio in were , million positive : neutral. The value of the property portfolio in Spain came to . million positive : . million negative.

Accrued assets in respect of lease incentives thousand
Balance as at January	,	,
Lease incentives granted		,
Charged to the proüt and loss account		,
Transferred to Assets held for sale
Balance as at December	,	,

The property does not serve as security for any loans obtained.

For further details on the property in operation, reference is made to the note Property in operation, starting on page overview included in this annual report.

14. Assets held for sale

thousand
Balance as at January	,
Transferred from Property in operation	,	,
Transferred to Property in operation	,
Divestments	,
	,	,
Value movements	,
Balance as at December	,	,

In , eightteen properties in The Netherlands classified as 'assets held for sale' have been sold for a total amount of . million with a book result of . million positive. Furthermore one property in Belgium was sold for an amount of . million with a nihil book result . As at December , two assets were being held for sale, of which one is located in The Netherlands : four and one in Belgium : two.

15. Debtors and other receivables

thousand	December	December
Debtors and preinvoiced amounts	,	,
Provision for expected credit losses	,	,
	,	,
Indirect taxes
Prepayments	,
Other receivables	,	,
Balance as at December	,	,

The comparative figures for Debtors have been changed to reflect the netting off of the preinvoiced amounts with the Other liabilities related to prepaid rent. There is no impact on the equity or result for the period.

The total accounts receivable, after deduction of the provision for expected credit losses, can be broken down as follows by the nature of the receivable:

thousand			December
	Gross amounts	Provision for expected credit losses	Net amounts
Overdue accounts receivable	,	,	,
Other receivables
Balance as at December	,	,	,

thousand			December
	Gross amounts	Provision for expected credit losses	Net amounts
Overdue accounts receivable	,	,	,
Accounts receivable for which deferment has been granted
Other receivables
Balance as at December	,	,	,

The contracts state that rents due must be paid by tenants before or on the first day of the rental period. The Group determines the provision for expected credit losses by applying the simplified approach in accordance with IRFS . Expected credit losses on rent receivables are estimated by means of a provisions matrix based on the debtors9 past payment behaviour, and based on an analysis by country, in conjunction with an analysis of the debtors9 current financial position. The dotation of provision for expected credit losses in was . million : . million addition.

For further explanation on the debtors and the provision for expected credit losses, reference is made to note Financial instruments, starting on page .

16. Cash and cash equivalents

Cash and cash equivalents concern bank account credit balances with a term of less than three months. The cash and cash equivalents are freely available to the company.

17. Shareholders equity

The authorised share capital is . million, divided into ,, ordinary shares of . par value.

Vastned Retail shareholders9 equity was . per share as at December December : . per share. The amount per share has changed throughout the year due to the distributed dividend and the results. It is calculating by dividing the equity of the group by the number of shares in issue.

The shareholders are entitled to receive the dividend declared by the company and are entitled to cast one vote per share at the Annual General Meeting. In the event of a share buyback by Vastned Retail in which the shares are not cancelled, these rights are suspended until such time when the shares are reissued.

Number of shares in issue	Shares in issue	Treasury shares	Total
Balance as at January	,,	,,	,,
Movements
Balance as at December	,,	,,	,,
Movements
Balance as at December	,,	,,	,,

18. Deferred tax assets and liabilities

thousand	January				December
	Liabilities	Movement in proüt and loss account	Acquisitions	Reclassiücation	Liabilities
Valuation diûerences in property	,	,	,		,
Oûsetable losses
Other temporary diûerences
	,	,	,		,
thousand	January				December
	Liabilities	Movement in proüt and loss account	Acquisitions	Reclassiücation	Liabilities
Valuation diûerences in property	,				,
Oûsetable losses
Other temporary diûerences
	,				,

The deferred tax assets and liabilities as at December concern the Netherlands, Spain and Belgium.

The deferred tax assets and tax liabilities are related to the difference between the balance sheet value and the taxbased book value of the property. The movement for the year of . million addition mainly relates to the deferred tax liability of Rocking Plaza B.V. that has arisen with the sale of Rokin asset.

The offsetable losses relate to Spain. The offsetable losses in Spain may be carried forward indefinitely. The regularly taxed companies in Spain merged on December which resulted in a decrease of the offsetable losses.

As at the balance sheet date, there was another . million : . million in unused tax losses in France . million, : . million and Belgium . million, : . million. Given the expectation that, based on the present structure, these unused tax losses cannot be offset against taxable profits in the near future, no

deferred tax asset has been recognised. The tax losses can be carried forward in time indefinitely.

19. Provisions in respect of employee beneûts

Until December , Vastned Retail had a pension plan in place for its employees in the Netherlands, which qualified as a defined benefit pension plan. This pension plan was fully reinsured with NationaleNederlanden Levensverzekering Maatschappij N.V. and concerned a conditionally indexed career average scheme. An unconditional indexation of a maximum of % per year applied, and still applies, to a small group of employees. The provision for the defined benefit liabilities concerns the unconditional indexation up to and including December .

As of January , Vastned Retail has a pension plan for its employees that qualifies as a defined contribution pension plan. This unconditionally indexed career average plan remains in place but can no longer be accessed. The pension plans for the employees in other countries where Vastned Retail has branches may also be qualified as defined contribution pension plans.

Mercer Nederland B.V. has made the following assumptions for the actuarial calculations for the defined benefit pension plans:

	December	December
Discount rate	.%	.%
Expected rate of salary increases agedependent	n/a	n/a
Future pension increases	.% .%	.% .%
Inýation annual	.%	.%

Movements in the present value of defined benefit pension obligations were as follows:

thousand	Present value of deüned beneüt pension obligations		Fair value of plan assets		Net obligation in respect of employee beneüts
Balance as at January	,	,	,	,	,	,
Reported in the proüt and loss account
Interest
Administrative costs
Total reported in the proüt and loss account
Reported in other comprehensive income
Eûect of adjustment to demographic assumptions
Eûect of adjustment to discount rate		,				,
Eûect of experience adjustment
Eûect of changes in ünancial assumptions				,		,
Total reported in other comprehensive income		,		,
Contributions and beneüts paid
Contribution paid by employer
Beneüts paid
Total contributions and beneüts
Balance as at December	,	,	,	,	,	,
Longterm personnel beneüts
Total					,	,

As previously stated, the pension plan has been fully reinsured with Nationale Nederlanden Levensverzekering Maatschappij N.V. For this reason, the fund investments consist entirely of insurance contracts.

The amounts recognised in the profit and loss account with respect to the defined benefit plans and the defined contribution plans are as follows:

thousand
Net interest
Administrative costs
Deüned contribution pension plans
Total

In , Vastned Retail expects to contribute a total of . million to the defined benefit pension plans, and a total of . million to the defined contribution pension plans.

Sensitivity analysis

The table below contains the sensitivity analysis for the effect of a basispoint change and a basispoint change in the discount rate:

	Minus basis points	Discount rate used	Plus basis points
	.%	.%	.%
Present value of deüned beneüt pension obligations	,	,	,
	Minus basis points	Discount rate used	Plus basis points
	.%	.%	.%
Present value of deüned beneüt pension obligations	,	,	,

20. Interest-bearing debts

As at December, the interestbearing debts consisted of:

		Remaining term				Remaining term
thousand	years	More than years	Total	Average interest rate at yearend	years	More than years	Total	Average interest rate at yearend
Longterm interest bearing debts
Unsecured loans:
• üxed interest1	,		,	.	,		,	.
• ýoating interest	,		,	.	,		,	.
	,		,	.	,		,	.
Lease liabilities				.		,	,	.
Total longterm interest bearing debts	,		,		,	,	,
Shortterm interest bearing debts
Payable to banks			,	.			,	.
Redemption of longterm interestbearing loans			,	.			,	.
Shortterm lease liabilities				.				.
Total shortterm interestbearing debts			,				,
Total interestbearing debts	,		,		,	,	,

1 Including the portion that was üxed by means of interest derivatives.

In , Vastned Retail drew down an additional amount of . million from both the existing credit facilities and the bridge facility which was concluded in April . Together with the proceeds from divestments this amount was used principally to repay expired loans. In September two private placements and the amount drawn on the Syndicated Revolving Facility which expired in September were repaid for a total amount of . million. The total interestbearing debts decreased mainly due to divestments in property partly offset by the payout of both the final dividend in May and the interim dividend in December .

The part of the longterm interestbearing loans due within one year is . million December : . million which is recognised under shortterm liabilities. Taking into account the reverse crossborder merger, Vastned has obtained additional commitments for a total amount of . million in credit facilities with five relationship banks. These credit facilities can be used to repay the . million loan maturities in . With this financing, Vastned optimises the debt financing and it will have have sufficient liquidity to carry out its activities in the coming years. see also note Financial instruments, starting on page .

For the floating interest rate loans, Vastned Retail pays interest consisting of the Euriborbased market interest rate plus an agreed margin, on the understanding that the Euribor market interest rate may not be negative.

A positive/negative mortgage covenant was issued for the unsecured loans. In addition, a number of lenders have set conditions regarding the solvency rate and interest coverage, as well as changes regarding the control of the company and/or its subsidiaries. Vastned Retail has fulfilled these conditions as at December . Please see note Financial instruments, starting on page for more details on the conditions set by the lenders. By way of security for the credit facilities, it has been agreed with lenders that, subject to an agreed threshold, property will only be mortgaged on behalf of third parties subject to the lender9s approval.

As at December , the total credit facility of the longterm interestbearing loans, including the part due within one year, was . million December : . million.The unused credit facility of the longterm interestbearing loans was . million as at December December : . million.

The average term of the longterm interestbearing loans at yearend was . years December : . years. The average interest rate of the longterm interest bearing loans in was .% : .%.

For further details on the lease liabilities, reference is made to note Leases, starting on page .

The item 8Payable to banks9 concerns shortterm credits and cash loans. The amounts payable to banks are payable at the lender9s request within one year. Vastned Retail pays interest consisting of the market interest rate plus an agreed margin, on the understanding that the Euribor market interest rate may not be negative. The average interest rate in was .% : .%. Where the company operates a cash pooling arrangement, the cash and amounts payable to banks are set off against each other. The total credit facility of the 8payable to banks9 item as at December was . million December : . million. The unused credit facility of the 8payable to banks9 item was . million as at December December : . million.

Movements in interestbearing debts were as follows:

			Cash entries	Noncash entries
thousand	January	Interestbearing loans drawn down	Interestbearing loans redeemed	Application of eûective interest method	Other movements1	December
Longterm interestbearing loans	,	,			,	,
Longterm lease liabilities	,		,
Payable to banks	,	,				,
Redemption of longterm interestbearing loans	,		,		,	,
Shortterm lease liabilities
	,	,	,			,

1 The other movements mainly concern the reclassiücation of the portion of the long-term interest-bearing debts due within one year.

			Cash entries	Noncash entries
	January	Interestbearing loans drawn down	Interestbearing loans redeemed	Application of eûective interest method	Other movements1	December
Longterm interestbearing loans	,	,			,	,
Longterm lease liabilities	,					,
Payable to banks	,	,				,
Redemption of longterm interestbearing loans	,		,		,	,
Shortterm lease liabilities
	,	,	,			,

1 The other movements mainly concern the reclassiücation of the portion of the long-term interest-bearing debts due within one year.

21. Other liabilities and accruals

thousand
Accounts payable	,	,
Dividend
Indirect taxes	,	,
Prepaid rent	,	,
Service charges
Interest	,	,
Operating expenses		,
Other liabilities and accruals	,	,
	,	,

22. Financial instruments

Financial risk management

For the realisation of its targets and the exercise of its daytoday activities, Vastned Retail has defined a number of financial conditions to mitigate credit risk, financing and refinancing risk, liquidity risk, interest rate risk and currency risk. These conditions have been laid down inter alia in the Financing and Interest Rate Policy Memorandum, which is updated annually, and in the Treasury Charter. Quarterly reports on these risks are submitted to the Audit and Compliance Committee and the Supervisory Board.

A summary is given below of the main conditions aimed at mitigating these risks.

Credit risk

Vastned Retail9s principal financial assets consist of cash and cash equivalents, debtors and other receivables, and receivables related to financial derivatives entered into.

The credit risk on cash and cash equivalents is minimal, given that cash and cash equivalents are held at reputable banks with at least an investmentgrade rating.

The credit risk associated with the financial derivatives entered into is limited by only concluding transactions with reputable financial institutions with at least an investmentgrade rating.

The credit risk attributable to Vastned Retail9s debtors is limited by carefully screening potential tenants in advance. Security is also required from tenants in the form of guarantee deposits or bank guarantees and rents are paid in advance.

On each reporting date, the provision for expected credit losses is determined based on a provisions matrix. The provision rates are applied per country and per age category and are based on the historical credit loss experience of the Group, corrected for forwardlooking factors that are specific to the debtors and the economic environment. Account is also taken of the bank guarantees provided by tenants and the guarantee deposits paid by tenants. Receivables are generally written off when an insolvency practitioner or a lawyer charged with collecting the receivable confirms in writing that the receivable is irrecoverable.

The table below presents the amounts for which the Group runs a credit risk on debtors, as well as the provision for expected credit losses as at December:

thousand	Gross amounts	Provision for expected credit losses	Net amounts	Gross amounts	Provision for expected credit losses	Net amounts
Not yet due
Overdue by less than days
Overdue by between and days
Overdue by between days and one year
Overdue by more than one year	,	,		,	,
	,	,	,	,	,	,

Movements in the provision for doubtful debtors were as follows:

thousand
Balance as at January	,	,
Allocation to the provision
Writeoû for doubtful debtors
Balance as at December	,	,

Receivables are recognised after the deduction of a provision for expected credit losses. Since the tenant base consists of a large number of parties, there is no credit risk concentration.

Financing and reünancing risks

Investing in property is a capitalintensive activity. The property portfolio is financed partly with equity and partly with loan capital. If loan capital accounts for a large proportion of the financing, there is a risk, when returns are less than expected or the property decreases in value, that the interest and/or repayment obligations on the loans and/or other payment obligations can no longer be met. In this event, it will be more difficult to secure loan capital or to realise refinancing, or these options will only be available with less favourable conditions. To limit this risk, Vastned Retail pursues a conservative financing structure that allows for the implementation of its strategy. The internal longterm target for the loantovalue ratio remains a maximum of %. Mainly driven by the negative revaluation of the property portfolio, this ratio was .% at yearend yearend : .%. In addition, the company9s financing sources are broad; one method, for instance, involves placing longterm bond loans with institutional investors for example, private placements. Using private placements, the duration of the longterm loan portfolio has been extended and better spreading of the company9s financing among different lenders has been achieved. In line with these targets, solvency ratios and interest coverage ratios have been agreed with regard to virtually all credit agreements with lenders. In the event that the limits of the solvency rates and interest coverage rates agreed with lenders are not met, this constitutes an 8event of default9, in which case lenders are entitled to terminate credit agreements.

In addition, Vastned Retail aims to secure access to capital markets through transparent information provision and regular contact with financiers and potential shareholders. Finally, the aim with regard to longterm financing is to have a balanced spread of refinancing dates and a weighted average duration of at least three years. Given the execution of the strategic reorientation Vastned Retail currently deviates from this balanced spread of refinancing dates.

At yearend , the weighted average duration of the longterm interestbearing loans was . years December : . years.

At yearend , the solvency ratio, calculated by taking equity plus the provision for deferred tax liabilities divided by the balance sheet total, was .% December : .%, which is within the solvency ratios of at least % as agreed with lenders. The interest coverage ratio for was . : . calculated by taking net rental income and dividing it by net financing costs excluding value movements in financial derivatives, which was above the . ratio agreed with lenders. The . minimum interest coverage ratio agreed with lenders is still reached when the net rental income falls by %.

In significant maturities are due within the companies debts portfolio. Financing market risks include refinancing risk and interest rate risk. Refinancing risk relates to the risk that not enough equity or longterm loan capital can be attracted or only at unfavourable conditions. Considering the rapidly changing financing market and upcoming maturities, the probability of this risk increases. For the maturities due in Vastned has obtained, taking into account the reverse crossborder legal merger, additional commitments for a total amount of . million in credit facilities with five relationship banks. The credit facilities can be used to repay the . million loan maturities in . With this financing, Vastned optimises the debt financing and it will have sufficient liquidity to carry out its acitivities in the coming years.

Liquidity risk

Vastned Retail must generate sufficient cash flows to meet its daytoday payment obligations. On the one hand, this is realised by taking measures aimed at maintaining high occupancy rates with proper rent levels and by preventing financial loss caused by tenants going out of business. On the other hand, Vastned Retail aims for sufficient credit room to absorb fluctuations in liquidity needs. Liquidity management is centralised in the Netherlands except for Belgium, where most of the foreign subsidiaries9 bank accounts have been placed in cashpooling schemes.

At yearend , Vastned Retail had . million December : . million in shortterm credit facilities available, of which it had drawn down . million December : . million. The unused credit facility of Vastned Retail's longterm interestbearing loans was . million as at December December : . million. As such, the total unused credit facility as at December was . million December : . million.

The table below shows the financial equity and liabilities, including the estimated interest benefit/paid\* :

					December
thousand	Balance sheet value	Contractual cash ýows	Less than year	years	More than years
Longterm interestbearing loans	,	,	,	,
Longterm lease liabilities
Financial derivatives longterm liabilities
Payable to banks1	,	,	,
Redemption of longterm interestbearing loans1	,	,	,
Shortterm lease liabilities
Other liabilities and accruals	,	,	,
	,	,	,	,
Financial derivatives > year assets
Financial derivatives < year assets	,	,	,
	,	,	,
	,	,	,	,

1 Including interest up to the next due date or interest review date.

					December
thousand	Balance sheet value	Contractual cash ýows	Less than year	years	More than years
Longterm interestbearing loans	,	,	,	,	,
Longterm lease liabilities	,	,			,
Financial derivatives longterm liabilities		,		,
Payable to banks1	,	,	,
Redemption of longterm interestbearing loans1	,	,	,
Shortterm lease liabilities
Other liabilities and accruals	,	,	,
	,	,	,	,	,
Financial derivatives > year assets	,	,	,	,
Financial derivatives < year assets
	,	,	,	,
	,	,	,	,	,

1 Including interest up to the next due date or interest review date.

* The interest rate for the long-term interest-bearing loans with a ýoating interest rate is based on the Euribor market rates in eûect on 1 January 2025 and 1 January 2024 respectively.

Interest rate risk

The interest rate risk policy aims to mitigate the interest rate risks arising from the financing of the property portfolio while optimising net interest expenses paid. This policy translates into a loan portfolio composition in which, in principle, at least two thirds of the loans have fixed interest rates. There may be temporary deviations from this principle, depending on developments regarding interest rates. Furthermore, the aim is to have a balanced spread of interest rate review dates within the longterm loan capital portfolio and a typical minimum interest rate term of three years. At least once per quarter, a report on the interest rate and financing and refinancing risks is submitted to the Audit and Compliance Committee and the Supervisory Board.

Vastned Retail mitigates its interest rate risk on the one hand by raising fixedinterest longterm loans, and on the other, by making use of financial derivatives interest rate swaps, swapping the floating interest rate it pays on part of its loans for a fixed interest rate.

The Group does not apply any hedge accounting and recognises the value movements in all interest rate derivatives entered into by the Group in the profit and loss account.

At yearend , the interest rate risk on loans with a nominal value of . million December : . million, including . million forward interest rate swaps was hedged by means of interest rate swaps. To this end, contracts have been concluded with fixed interest rates ranging from .% negative to .% positive December : .% negative to .% positive excluding margins and expiry dates ranging from September to August December : July to January .

In interest rate swaps with a nominal value of . million expired; in addition new interest rate swaps with a nominal value of . million were concluded in . This in order to mitigate the interest rate risk on the credit facilities in Belgium. The market value of the interest rate swaps was . million positive at yearend due to the changes in market interest and the shorter remaining duration of these derivatives December : . million positive. This positive market value, which on the expiry date will be nil, will be charged to the consolidated profit and loss account for the remaining term of these interest rate swaps unless it is decided to settle these interest rate swaps before the loan expiry dates.

Taking the abovementioned interest rate swaps into account, of the total longterm interestbearing loans of . million December : . million, . million December : . million had a fixed interest rate see section

'Summary of expiry dates and fixed interest rates on longterm interestbearing loans' of this note.

The interest rate swaps are settled on a quarterly basis. The floating interest rate is based on the months Euribor rate. The differences between the floating rate and the agreed fixed interest rate are settled at the same time.

In the context of the IBOR transition, Vastned Retail had contact with its lenders during the financial year. The transition will have no impact on Vastned Retail's financial statements during the next months. The EURIBOR benchmark rate has been reformed and is not expected to be discontinued any time soon. As such, Vastned will continue to closely monitor these developments and be in contact with its lenders over the coming financial year to be able to respond adequately if any transition might take place in the future.

As at December , the average term of Vastned Retail9s longterm interest bearing loans calculated in fixed interest periods was . years December : ..

Interest rate sensitivity

Significant changes to interest rates result in lower or higher interest expenses. Due to the derivatives concluded, any rises impact Vastned Retail only partially; in the calculations below, the financial derivatives have been taken into account in each case. Below,

a number of sensitivity analyses are set out along with the net impact on the interest expenses based on significant changes to interest rates.

As at December , the impact on the interest expense of a basispoint increase in interest rates all other factors remaining equal would be . million negative December : . million negative. Should interest rates increase by basis points as at this date all other factors remaining equal the impact on the interest expense would be . million negative December : . million negative. As several loans contain a clause stipulating that the interest rate may not be negative, a basispoint decrease in interest rates would have a positive impact on the interest expense.

Currency risk

All of Vastned Retail9s investments are located in eurozone countries. Consequently, the company is not exposed to currency risk.

Summary of expiry dates and üxed interest rates on longterm interestbearing loans

	Contract review	Interest review	Average interest rate 1	Contract review	Interest review	Average interest rate 1
Y					,	.
Y				,	,	.
Y	,	,	.	,	,	.
Y	,	,		,
Y	,	,	.	,	,	.
Y	,	,	.	,	,	.
Total longterm interestbearing loans with a üxed interest rate	,	,	.	,	,	.
Longterm interestbearing loans with a ýoating interest rate		,	.		,	.
Total longterm interestbearing loans	,	,	.	,	,	.

1 Including interest rate swaps and credit spreads in eûect at year-end 2023 and 2022.

Overview of fair value of interest rate derivatives

Interest rate swaps	,		,
thousand	Receivable	Liability	Receivable	Liability

Fair value of interest rate derivatives, compared with the nominal value of the loans for which the interest rate risk has been hedged:

	Fair value interest rate derivatives	Carrying amount loans	Fair value interest rate derivatives	Carrying amount loans
Interest rate swaps < year	,	,		,
Interest rate swaps years			,	,
Interest rate swaps years		,		,
Interest rate swaps > years				,
Subtotal	,	,	,	,
Forward interest rate swaps				,
Total	,	,	,	,

For the purposes of the valuation method, the interest rate derivatives are classed under 8level 9. The fair value of the derivatives is determined with reference to information from reputable financial institutions, which is also based on directly and indirectly observable market data. For verification purposes, this information is compared to internal calculations made by discounting cash flows based on the market interest rate for comparable financial derivatives on the balance sheet date.

When determining the fair value of financial derivatives, the credit risk of the Group or counterparty is taken into account.

23. Rights and obligations not recorded in the balance sheet

In the past, Vastned Retail has acquired companies that owned property. These acquisitions were recognised as a takeover of assets. The provisions for deferred tax liabilities not recorded within the balance sheet total . million as at December December : . million. The difference is explained by the recognation of the deferred tax liability related to the divestment of Rokin Plaza in Amsterdam.

24. Leases

The Group as a lessor

Vastned Retail lets its property in the form of operational leases.

Based on the current contract rent, the future minimum income from noncancellable operating leases is as follows:

thousand	December
Within one year	,
One to two years	,
Two to three years	,
Three to four years	,
Four to üve years	,
More than üve years	,
Total	,

thousand	December
Within one year	,
One to two years	,
Two to three years	,
Three to four years	,
Four to üve years	,
More than üve years	,
Total	,

In the Netherlands, leases are usually set for a period of five years, with the tenant having one or more options to extend the lease for a further five years. Annual rent increases are based on the costofliving index.

In France, lease contracts are normally concluded for a period of at least nine years, within which the tenant has the option of renewing or terminating the lease every three years. Depending on the contract, rents are adjusted annually based on the cost ofconstruction index CCI or based on a mix of the construction cost index, the cost ofliving index and retail prices ILC.

In Belgium, leases are normally concluded for a period of nine years, with early termination options after three and six years. Annual rent adjustments are based on the costofliving index.

In Spain, leases are normally concluded for a minimum of five years. Annual rent adjustments are based on the costofliving index.

The Group as a lessee

In a limited number of cases, the Group is a lessee. This concerns a number of ground rent agreements and a number of lease contracts for offices that the Group leases for its organisation.

The durations of the leases for offices that the Group leases for its organisation range from five to nine years, and generally contain an extension option for a period of five years. Annual rent adjustments are based on the costofliving index. There are no residual value guarantees, nor are there any leases that have not yet become effective but that the Group has bound itself to.

The additions to the rightsofuse assets in were thousand : thousand and were mainly related to the move of the office in Belgium.

Depreciation on the rightsofuse assets was thousand : thousand, which was recognised in the general expenses.

The costs related to leases for assets of minimal value were less than thousand.

Leases with a term of months or less, totalled less than thousand : thousand. There were no leases with variable lease payments that are not dependent on an index or a share price.

In , there was no income from subleases, nor were any profits made or losses incurred from saleandleaseback constructions.

Based on the current contract rent, the future minimum lease payments from non cancellable operating leases are as follows:

thousand	ground rents	rent	cars	total	ground rents	rent	cars	total
Within one year
One to üve years
More than üve years					,			,
				,	,			,

25. Events after balance sheet date

Per January , Vastned Retail N.V. has been merged into Vastned NV in a reversed crossborder merger.

In January the bridge loan has been replaced with the new credit facility and in February the Syndicated Revolving Facitilty has been replaced with the new credit facility.

26. Related party transactions

The following parties are designated as related parties: controlling shareholders, subsidiaries, Supervisory Board members and the sole member of the Executive Board.

To the best of the company9s knowledge, no propertyrelated transactions were carried out during the year under review involving persons or institutions that could be regarded as related parties. All the other related party transactions are linked to the recharging of costs within the group. These costs are recharged within the normal course of business and at arms length.

Interests of major investors

At yearend , the Netherlands Authority for the Financial Markets AFM had received the following reports from shareholders with an interest in the company9s share capital exceeding three per cent, either individual or combined:

Van Herk Investments B.V.	.
Lebaras Belgium BVBA	.
JGHM Niessen	.
BlackRock, Inc.	.
ICAMAP Real Estate Securities Fund S.A	.
Tikehau Capital Advisors SAS	.
J.G. de Jonge	.

Subsidiaries

For an overview of subsidiaries and participations, please refer to note Subsidiaries, starting on page .

Transactions, as well as internal balances and income and expenditure between the company and its subsidiaries, are eliminated in the consolidation and not disclosed in the notes.

Supervisory Board/Board of Directors members and members of the Executive Board

Mr Walta has been the sole member of the Executive Board CEO in since April . With the reversed merger as of January , Mr Walta has resigned as CEO and has been replaced by Mr Bosman.

Also with the reversed merger of as of January , the Supervisory Board has been resolved and replaced by the Board of Directors of Vastned N.V. as part of the onetier structure.

During the financial year, none of the members of the Supervisory Board and Executive Board had a personal interest in the investments of the company.

Remuneration and shareholding of the Supervisory Board thousand

	Remuneration	Shares owned yearend	Remuneration	Shares owned yearend
Jaap Blokhuis		,		,
Désirée Theyse
Ber Buschman
Total		,		,

Remuneration and shareholding of the Executive Board & Executive Committee thousand
	Fixed remuneration	Bonuses payable in	Pension insurance contributions	Social insurance contributions	Total	Share ownership yearend
R. Walta CEO						,
Executive Committee members1	,				,
	Fixed remuneration	Bonuses payable in	Pension insurance contributions	Social insurance contributions	Total	Share ownership yearend
R. Walta CEO						,
Executive Committee members1	,				,

1 Including R. Walta, as part of the Executive Committee

A bonus of thousand will be paid to Mr Walta in based on his realisation of the targets .

Mr Walta has acquired Vastned Retail shares at his own expense. Vastned Retail has not pro vided any guarantees related to these shares.

No option rights have been granted to the statutory director or the supervisory directors, nor have any loans or advances been provided or guaranteed on their behalf.

The members of the Supervisory Board and the Executive Board have been designated as managers in key positions.

27. Subsidiaries

The subsidiaries of Vastned Retail N.V. at yearend are:

	Country of establishment	Interest and voting right in %
Vastned Retail Nederland B.V.	Netherlands	%	%
Vastned Retail Nederland Projecten Holding B.V.	Netherlands	%	%
Rocking Plaza B.V.	Netherlands	%	%
MH Real Estate B.V.	Netherlands	%	%
Vastned Retail Nederland Projectontwikkeling B.V.	Netherlands	%	%
Vastned Retail Spain, S.L.	Spain	%	%
Vastned Retail Monumenten B.V.	Netherlands	%	%
Vastned Management B.V.	Netherlands	%	%
SARL Vastned France Holding	France	%	%
SARL Jeancy	France	%	%
SCI Rue Des Archives	France	%	%
SARL Parivolis	France	%	%
SARL Vastned Management France	France	%	%
Vastned Belgium NV	Belgium	%	%
EuroInvest Retail Properties NV	Belgium	%	%
Gevaert N.V.	Belgium	%	N/A
Korte Gasthuisstraat NV	Belgium	%	%

Scope of consolidation

During Gevaert NV was added to the scope of consolidation via an acquisition of shares.

After the reversed merger Vastned Belgium NV was renamed Vastned NV.

The noncontrolling interest recognised in the balance sheet as at December was the share of the noncontrolling shareholders of the Belgiumbased subsidiary, Vastned NV, and its subsidiaries, EuroInvest Retail Properties NV and Gevaert NV.

The summarised financial data of Vastned NV as at December are as followed:

		Noncontrolling		Noncontrolling
thousand	%	interests	%	interests
Balance sheet
Property	,	,	,	,
Other assets	,	,	,	,
	,	,	,	,
Equity	,	,	,	,
Longterm liabilities	,	,	,	,
Shortterm liabilities	,	,	,	,
	,	,	,	,
Proüt and loss account
Net rental income	,	,	,	,
Value movements in property	,
Net result on divestments of property
Net ünancing costs	,	,	,	,
General expenses	,	,	,
Income tax
Comprehensive income	,	,	,	,
Cash ýow statement
Cash ýow from operating activities	,	,	,	,
Cash ýow from investing activities	,	,
Cash ýow from ünancing activities			,	,
Total cash ýow

A sum of . million in dividends was made payable to noncontrolling shareholders of Vastned NV in : . million.

28. Approval of the consolidated ûnancial statements

The consolidated financial statements were drawn up by the Executive Board and authorised for publication by the Board of Directors on March .

Company balance sheet as at 31 December (before proût appropriation)

Assets thousand	Note
Property in operation		,	,
Participations in group companies		,,	,,
Intangible üxed assets
Financial derivatives		,	,
Total üxed assets		,,	,,
Receivables from group companies		,	,
Debtors and other receivables
Cash
Total current assets		,	,

Assets thousand	Note			Equity and liabilities thousand	Note
Property in operation		,	,	Paidup and calledup capital		,	,
Participations in group companies		,,	,,	Share premium reserve		,	,
Intangible üxed assets				Revaluation reserve		,	,
Financial derivatives		,	,	Statutory reserve intangible üxed assets
Total üxed assets		,,	,,	Other reserves		,	,
Receivables from group companies		,	,	Result attributable to Vastned Retail shareholders		,	,
Debtors and other receivables				Equity Vastned Retail shareholders		,	,
Cash				Longterm interestbearing loans		,	,
Total current assets		,	,	Guarantee deposits
				Total longterm liabilities		,	,
				Payable to banks		,	,
				Redemption longterm loans		,	,
				Payable to group companies		,	,
				Income Tax
				Other liabilities and accruals		,	,
				Total shortterm liabilities		,	,
Total assets		,,	,,	Total equity and liabilities		,,	,,

Total assets

Company proût and loss account

Net turnover result thousand	Note
Net rental income
General management expenses		,	,
Net turnover result		,	,
Other income from participations in group companies		,	,
Value movements in property in operation
Restructuring expenses		,
Total other operating income		,	,
Other interest income and similar income		,	,
Interest charges and similar expenses		,	,
Value movements in ünancial derivatives		,	,
Total interest income and expenditure		,	,
Result before taxes		,	,
Current income tax expense
Share in result from participations in group companies		,	,
Result after taxes		,	,

Notes to the company ûnancial statements

1. General information

The company financial statements are part of the financial statements, which also include the consolidated financial statements.

The company has availed itself of the provisions in Section of Book of the Dutch Civil Code. The list as referred to in this article has been filed with the offices of the Commercial Register of the Chamber of Commerce.

2. Principles for the valuation of assets and liabilities and the determination of the result

The company financial statements have been prepared in accordance with Title , Book of the Dutch Civil Code. In the preparation of the company financial statements, the provisions in Section of Book of the Dutch Civil Code have been used.

The valuation principles for assets and liabilities and the method of determining the result are identical to those used in the consolidated financial statements. Reference is therefore made to the notes thereto.

Participations in Group companies

The participating interests in Group companies have been stated at net asset value.

Receivables from Group companies

The recognition and determination of impairments takes place in a futureoriented manner based on the expected credit loss model ECL. The ECL applies to the receivables from Group companies. Due to the fact that participations in Group companies are considered a combination of assets and liabilities, this means, in general, that expected credit losses on receivables from Group companies are eliminated. The elimination is recognised in the carrying amount of the receivables from Group companies.

Other income from participations in Group companies

The other income from participations in Group companies concerns agreed fees for property management in France. The fee is related to the appraisal value of the property. The fee is not necessarily equal to the costs of the services. The company is responsible for providing services, so on this basis the company has control of these services. As a result, the company can be regarded as a principal.

Going concern

Vastned Retail NV ceases to exist as from January . Vastned Retail is merged with and in Vastned NV on January , . The valuation principles have not changed. For the financial statement items that were valued at fair value, they have also been valued at fair value within Vastned NV.

3. Property in operation

thousand
Balance as at January	,	,
Value movements
Balance as at December appraisal value	,	,

4. Participations in Group companies

thousand
Balance as at January	,,	,,
Share in result	,	,
Direct changes in equity
Payments made	,
Payments received	,	,
Balance as at December	,,	,,

As at December , Vastned Retail held ,, Vastned NV shares December : ,, shares. The net asset value per share as at December was . December : . per share. The stock price of Vastned NV shares was . per share as at December December : . per share.

For more details on the participations in Group companies, reference is made to note Subsidiaries, starting on page in the consolidated financial statements.

5. Receivables from Group companies

thousand
Balance as at January	,	,
Provided to group companies	,	,
Repaid by group companies	,	,
Balance as at December	,	,

The receivables from Group companies consist of . million December : . million in loans provided with interest rates ranging from .% to .% December : .% to .% and expiring between and inclusive December : to inclusive, and . million December : . million in current account relationships at a floating interest rate and without a fixed repayment date. Due to the largely shortterm character of these receivables and the conditions that apply, these are presented as shortterm receivables.

6. Shareholders' equity

thousand	Capital paid up and called	Share premium reserve	Revaluation reserve	Statutory reserve intangible üxed assets	Other reserves	Results attributable to Vastned Retail shareholders	Equity Vastned Retail shareholders
Balance as at January	,	,	,		,	,	,
Result						,	,
Remeasurement of deüned beneüt pension obligation
Final dividend previous ünancial year in cash						,	,
Interim dividend in cash					,		,
Contribution from proüt appropriation					,	,
Allocation to revaluation reserve			,		,
Release to statutory reserve intangible üxed assets
Balance as at December	,	,	,		,	,	,
Result						,	,
Remeasurement of deüned beneüt pension obligation
Final dividend for previous ünancial year in cash						,	,
Interim dividend in cash					,		,
Contribution from proüt appropriation					,	,
Allocation to revaluation reserve			,		,
Addition of statutory reserve intangible üxed assets
Balance as at December	,	,	,		,	,	,

The authorised share capital is . million, divided into ,, ordinary shares of . par value. For more details on equity, reference is made to note Shareholders equity, starting on page in the consolidated financial statements.

The statutory reserves comprise:

Statutory reserve intangible fixed assets This reserve is related to the capitalised expenditure less cumulative depreciation. Revaluation reserves

The revaluation reserves concerns the property and financial derivatives. It comprises the cumulative positive unrealised value movements of the property and financial derivatives. The revaluation reserve is determined at the level of the individual property and derivative.

The statutory reserves are not available for dividend distributions.

7. Interest-bearing debts

		Remaining years				Remaining years
thousand	years	More than years	Total	Average interest rate at yearend	years	More than years	Total	Average interest rate at yearend
Unsecured loans
• üxed interest	,		,	.%	,		,	.%
• ýoating interest					,		,	.%
	,		,	.%	,		,	.%

Including the portion that was fixed by means of interest derivatives

A positive/negative mortgage covenant was issued for the loans. In addition, a number of lenders set conditions regarding the solvency rate and interest coverage, as well as changes in the control of the company and/or its subsidiaries. Vastned fulfilled these conditions as at December .

The portion of the longterm interestbearing loans due within one year is . million December : . million, which is recognised under shortterm liabilities.

As at December , the average term of longterm interestbearing loans was . years December : . years.

The 8Payable to banks9, which concerns shortterm credits and cash loans, is . million December : . million.

The company has a facility to allow offsetting, which the company and its Dutch subsidiaries avail themselves of. This means that the current account balances at the level of the company determine the interest charges and that the earned interest arising from this of . million : . million accrues to the company.

The difference between the total amount of interestbearing debts as presented in the company financial statements and the amount as presented in the consolidated financial statements is explained by the loans taken out by the subsidiary, Vastned N.V. Belgium. For the movements in interestbearing debts in as well as the interest rates, reference is made to note Interestbearing debts, starting on page in the consolidated financial statements.

8. Financial derivatives

thousand
	Receivable	Liability	Receivable	Liability
Interest rate swaps	,		,

Fair value of interest rate derivatives, compared to the nominal value of the loans for which the interest rate risk has been hedged:

thousand
	Fair value interest rate derivatives	Carrying amount loans	Fair value interest rate derivatives	Carrying amount loans
Interest rate swaps < year
Interest rate swaps years	,	,	,	,
Interest rate swaps years
Interest rate swaps > years
	,	,	,	,

9. Payable to Group companies

The amounts payable to Group companies are current account relationships at a floating interest rate and without fixed repayment date.

10. Notes to the proût and loss account

The net rental income consists of the amounts charged to tenants in accordance with the operating leases less the costs directly related to operating the property.

Of the general management expenses, . million concerns asset and property management fees charged to Group companies : . million and other general expenses of . million : . million, which mainly consist of consultancy and audit costs, publicity costs and costs related to the stock exchange listing.

Other operating income includes other income from participations in Group companies of . million : . million, which consists of fees charged to Group companies. This also includes value movements in property of . million negative : . million positive.

The other interest income and similar income of . million : . million mostly relates to financing provided to Group companies.

The other interest expenses and similar expenses of . million : . million consist of the interest paid on longterm interestbearing loans and amounts payable to banks.

The value movements in financial derivatives of . million negative relates to movements in the fair value of interest rate derivatives as a result of the changed market rent and the shorter remaining term of these derivatives : . million negative.

The restructuring expenses of . million relates to expenses made with regards to the reversed merger with Vastned N.V. Belgium : nil. These expenses mainly consist of external advisory costs and severance payments to personnel.

11. Rights and obligations not recorded in the balance sheet

The company heads a tax entity for the purposes of Dutch corporate income tax and a tax entity for the purposes of turnover tax and is consequently jointly and severally liable for the tax liability of the tax entities as a whole.

12. Events after balance sheet date

Per January , Vastned Retail N.V. has been merged into Vastned NV in a reversed crossborder merger.

In January the bridge loan has been replaced with the new credit facility and in February the Syndicated Revolving Facitilty has been replaced with the new credit facility.

13. Proût appropriation

The Executive Board proposes to appropriate the result as follows thousand:

Result attributable to Vastned Retail shareholders	,
To be added/charged to the reserves	,
Available for dividend distribution	,
Distributed earlier as interim dividend	,
Added to the reserves	,

14. Approval of the company ûnancial statements

The company financial statements were drawn up by the Executive Board and authorised for publication by the Board of Directors on March .

Other information

Proüt distribution

In accordance with the company9s Articles of Association, the profit is placed at the disposal of the Annual General Meeting of Shareholders. The company may only make distributions to shareholders insofar as Vastned Retail shareholders9 equity exceeds the sum of the paidup and calledup capital plus the reserves required to be maintained by law.

In order to retain its tax status as a fiscal investment institution, the company must distribute the taxable profit, after making permitted reservations, within eight months following the end of the year under review.

Independent auditor's report

To the shareholders, the executive board as per January : board of directors and the supervisory board as per January : board of directors of Vastned Retail N.V. as per January : Vastned NV.

Report on the audit of the ûnancial statements 2024 included in the annual report

Our opinion

• We have audited the financial statements of Vastned Retail N.V. the 'Company', based in Hoofddorp. The financial statements comprise the consolidated the 'Group' and company financial statements. In our opinion:
  • The accompanying consolidated financial statements give a true and fair view of the financial position of Vastned Retail N.V. as at December , and of its result and its cash flows for in accordance with International Financial Reporting Standards as adopted by the European Union EUIFRS and with Part of Book of the Dutch Civil Code.
  • The accompanying company financial statements give a true and fair view of the financial position of Vastned Retail N.V. as at December , and of its result for in accordance with Part of Book of the Dutch Civil Code.

The consolidated financial statements comprise:

• The consolidated balance sheet as at December .
• The following statements for the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated statement of movements in equity and the consolidated cash flow statement.
• The notes comprising material accounting policy information and other explanatory information.

The company's financial statements comprise:

• . The company balance sheet as at December .
• . The company profit and loss account for .

. The notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of Vastned Retail N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of publicinterest 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 regulation with respect to independence and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags en beroepsregels accountants VGBA, Dutch Code of Ethics for Professional Accountants.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Materiality

Based on our professional judgment we determined the materiality for the financial statements as a whole at EUR ,,. The materiality is based on .% of total assets. Based upon professional judgement we set threshold levels for financial statement accounts with impact on direct result equal at EUR ,, million which is equal to .% of the direct result. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the supervisory board upon initiation of the audit and with the Audit Committee of Vastned NV in February , that misstatements in excess of EUR , and misstatements in excess of EUR , for accounts which impact the direct result, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

Vastned Retail N.V. was at the head of a group of components. The financial information of this group is included in the financial statements of Vastned Retail N.V.

Based on our risk assessment, we determined the nature, timing and extent of audit procedures to be performed, including determining the components at which to perform audit procedures. As part of our group audit we performed substantive procedures for Vastned Netherlands, as well as the entities in the countries of France and Belgium. We have performed audit procedures ourselves for the entities in the Netherlands and France. We have used the work of EY auditors when auditing entities in Belgium. We have prepared group referral instructions for the component auditor and performed an onsite file review at the component auditor. On the level of Spain we performed risk assessment procedures.

By performing the procedures mentioned above at components, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group's financial information to provide an opinion on the financial statements.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and the executive board's process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes.

We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as among others the code of conduct, whistle blower procedures and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness of internal controls.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close cooperation with our forensic specialists. 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:

Fraud risk	Audit approach
Management override of controls We presume a risk of material misstatement due to fraud related to management override of controls. The executive board is in a unique position to perpetrate fraud because of the executive board9s ability to manipulate accounting records and prepare fraudulent ünancial statements by overriding controls that otherwise appear to be operating eûectively.	We have, among other things, performed the following procedures:
	We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any ündings were indicative of fraud or noncompliance.
	We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the ünancial statements.
	We considered available information minutes of the executive board and supervisory board and made inquiries of relevant personnel of Vastned Retail N.V. including internal audit BDO, the legal director and the supervisory board. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.
	We evaluated whether the selection and application of accounting policies by the Company, particularly those related to subjective measurements and complex transactions, may be indicative of fraudulent ünancial reporting. For signiücant transactions we have evaluated whether the business rationale of the transactions suggests that they may have been entered into to engage in fraudulent ünancial reporting or to conceal misappropriation of assets. As part of our audit procedures, we veriüed whether the signiücant transactions should be considered related party transactions.
	We evaluated whether the judgments and decisions made by the executive board in making the accounting estimates included in the ünancial statements indicate a possible bias that may represent a risk of material misstatement due to fraud. The executive board insights, estimates and assumptions that might have a major impact on the ünancial statements are disclosed in note of the ünancial statements. We performed a retrospective review of the executive board judgments and assumptions related to signiücant accounting estimates reýected in prior year ünancial statements. Reference is made <Valuation of investment property= below as well.
Valuation of investment property In relation to valuation of investment properties a potential fraud risk is identiüed to revaluations and other deviations from the normal valuation process, The executive board9s adjustment of external valuations, optimistic estimation of gross initial yield, market rent, vacant values and/or other assumptions including combinations of estimates that result in a relatively high value.	Valuation of investment property is a signiücant area to our audit as the valuation is inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in assumptions may have a signiücant eûect on the outcome given the relative size of the investment property balance. The executive board insights, estimates and assumptions related to valuation of investment property have a major impact on the ünancial statements and are disclosed in note of the ünancial statements. Further reference is made to the section <Our key audit matter= for audit procedures performed.
Risk of incorrect recognition of disposals of investment property The accurate and complete recognition of these transactions is an important area of emphasis in our audit. We pay special attention to fraud risks associated with selling properties, such as ABC transactions.	In , the Company sold multiple properties. We have tested the design and controls related to property investment sales, which includes ensuring proper authorisation and conducting background checks of buyers and sellers. We carried out procedures on the disposals of investment property. We have reconciled the recognised transactions with the relevant supporting documentation and conürmed the accurate and complete recognition of transactions results in the üscal year. Furthermore, we have carried out procedures to identify and test ABC transactions.
	In addition, we have analyzed the sales price of property transactions in relation to the most recent valuation as determined by the external appraiser. If applicable, we have assessed the reasonableness of considerations paid to intermediaries.

This did not lead to indications for fraud potentially resulting in material misstatements.

Audit approach compliance with laws and regulations

We assessed the laws and regulations relevant to the company through discussion with the legal director, the executive board and other personnel, reading minutes and reports of internal audit. We involved our forensic specialists in this evaluation.

As a result of our risk assessment procedures, and while realising that the effects from noncompliance could considerably vary, we considered the following laws and regulations: corporate tax law, the requirements under the International Financial Reporting Standards as adopted by the European Union EUIFRS and Part of Book of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the financial statements.

We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognised to have a direct effect on the financial statements.

Apart from these, Vastned Retail N.V. is subject to other laws and regulations where the consequences of noncompliance could have a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.

Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the operating aspects of the business, to Vastned Retail N.V.'s ability to continue its business, or to avoid material penalties e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations and therefore noncompliance with such laws and regulations may have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify noncompliance with those laws and regulations that may have a material effect on the financial statements. Our procedures are limited to i inquiry of the executive board, the supervisory board and others within Vastned Retail N.V. as to whether Vastned Retail N.V. is in compliance with such laws and regulations and ii inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help identify noncompliance with those laws and regulations that may have a material effect on the financial statements.

Naturally, we remained alert to indications of suspected noncompliance throughout the audit.

Finally, we obtained written representations that all known instances of suspected fraud or noncompliance with laws and regulations have been disclosed to us.

Audit approach going concern

The consolidated financial statements of Vastned Retail N.V. have been prepared on the basis of the going concern assumption. As indicated in the responsibilities of the executive board below, the executive board is responsible for assessing the Group9s ability to continue as a going concern.

We have evaluated the executive board9s assessment of the Group9s ability to continue as a going concern and inquired the executive board regarding any knowledge of events or conditions beyond the period of the executive board9s assessment.

On January , the reverse crossborder legal merger the 'Merger', in which Vastned Retail N.V. merged with and into Vastned NV, was completed. As a result of this merger, Vastned Retail N.V. ceased to exist, as all its rights and obligations were transferred following the Merger into Vastned NV.

Vastned Retail N.V.'s shares were delisted from Euronext Amsterdam. Vastned NV's shares are listed on Euronext Brussels with a secondary listing on Eurnext Amsterdam. The crossborder reverse legal merger does not give rise to concerns regarding the going concern, as all real estate operations under the premerger Vastned Group have been seamlessly integrated into the Belgian group structure and have continued into . We have evaluated whether the Executive Board has appropriately described the reversed crossborder legal merger, including the going concern assumption, in the notes to the financial statements. Together with existing lenders, Vastned NV Belgium has been able to secure new financing commitments for a total amount of EUR million in order to settle on the bridge loan facility and to refinance the maturing credit facilities, which should provide in the financing needs of Vastned NV. Based on our audit procedures, we have not identified any indications that would raise uncertainty regarding the Group's ability to continue as a going concern.

In line with the above stated we conclude that the consolidated financial statements have been appropriately prepared on a going concern basis.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed.

unknown future impacts on economy and real estate markets.

Key audit matters How the key audit matter was addressed in the audit Valuation of investment property Refer to note and note of the Financial Statements. As at December , the Group held a portfolio of investment property with a fair value of EUR . million December : EUR . million and a portfolio of assets held for sale with a fair value of EUR million December : EUR million. The portfolio mainly consist of retail. At the end of each reporting period, the Executive Board determines the fair value of its investment property portfolio in accordance with the requirements of IAS and IFRS . Vastned Retail N.V. uses external valuation reports issued by external independent professionally qualiüed valuers to determine the fair value of its investment property. 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 signiücant eûect on the outcome given the relative size of the investment property balance. The most signiücant assumptions and parameters involved, given the sensitivity and impact on the outcome, are the gross initial yield and market rent levels. IFRS seeks to increase consistency and comparability in fair value measurements and related disclosures through a 'fair value hierarchy'. The hierarchy categorises the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date. Fair value measurements categorised within Level have the lowest priority as the valuation is predominately based on unobservable inputs and those measurements have a greater degree of uncertainty and subjectivity. This means that a valuation at Level has a fairly large measure of estimation uncertainty and as a result a fairly large bandwidth of valuation uncertainty in which a valuation can been seen reasonable in the light of IFRS . In addition, and as the external appraiser has recommended in its assessment of the fair value of the property portfolio, caution is needed in analysing the values due to the Our audit procedures included, among others, the following: We have gained understanding of the valuation process and tested the design, implementation and eûectiveness insofar applicable of Vastned9s relevant key controls relating to the valuation of investment properties. We noted that the executive board involved established international parties to assist with the valuation of the investment properties. We evaluated the competence of Vastned9s external appraiser, which included consideration of their qualiücations and expertise. We reconciled the fair value carrying amounts of all investment properties to the external valuation reports as per December . In relation to the signiücant assumptions in the valuation of investment property we have: Determined that the valuation methods as applied by the executive board, as included in the valuation reports, are appropriate and consistent with prior year. Challenged the signiücant assumptions used such as gross initial yield, market rent levels against relevant market data. We have involved our internal real estate valuation experts in these assessments. Reviewed other relevant assumptions included in the cash ýow forecasts of the valuation reports for the investment property and discussed with client. Among other things the underlying lease data and CAPEX program. Assessed the sensitivity analysis on the key input data and assumptions to understand the impact of reasonable changes in assumptions on the valuation and other key performance indicators i.e. loan covenants. Assessed the appropriateness of the disclosures relating to the assumptions used in the valuations and sensitivity analysis in the notes to the consolidated ünancial statements. For the Belgium portfolio, we instructed EY Belgium in order to direct and supervise their activities, and performed a üle review of the work.

Observation

We found that, with the signiücant assumptions used in the valuation reports, the valuation of the investment property under construction is valued within a reasonable range in the light of the valuation uncertainty for level valuations.

Report on the other information included in the annual report

The annual report contains other information, in addition to the financial statements and our auditor's report thereon.

The other information consists of:

• The directors' report.
• Other information as required by Part of Book of the Dutch Civil Code.

Based on the following procedures performed, we conclude that the other information:

• Is consistent with the financial statements and does not contain material misstatements.
• Contains all the information regarding the Directors' report and the other information as required by Part of Book of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part of Book of the Dutch Civil Code and the Dutch Standard . The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

The executive board is responsible for the preparation of the other information, including the Directors' report in accordance with Part of Book of the Dutch Civil Code, and the other information as required by Part of Book of the Dutch Civil Code.

Report on other legal and regulatory requirements

Engagement

On April , we were appointed by the general meeting of shareholders as the auditor of Vastned Retail N.V. for the audit and have served as statutory auditor for the financial year.

No prohibited nonaudit services

We have not provided prohibited nonaudit services as referred to in Article of the EU Regulation on specific requirements regarding statutory audit of publicinterest entities.

Description of responsibilities regarding the financial statements

Responsibilities of the Executive Board and the Supervisory Board for the financial statements

The executive board is responsible for the preparation and fair presentation of the financial statements in accordance with EUIFRS and Part of Book of the Dutch Civil Code. Furthermore, the executive board is responsible for such internal control as the Executive Board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the executive board is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the executive board should prepare the financial statements using the going concern basis of accounting unless the executive board either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The executive board should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material misstatements, whether due to fraud or error, during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the executive board.
• Concluding on the appropriateness of the executive board's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events 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. 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.
• 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 statements. We are also responsible for the direction, supervision and review of the

audit work performed for purposes of the group audit. We bear the full responsibility for the auditor9s report.

We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identified during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article of the EU Regulation on specific requirements regarding statutory audit of publicinterest entities.

The information included in this additional report is consistent with our audit opinion in this auditor's report.

We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. 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, not communicating the matter is in the public interest.

Amsterdam, March ,

Deloitte Accountants B.V.

Digitally signed on the original: V.S. Borreman