Notes on the consolidated prot and loss accounts 2021

2.1.1. Turnover

As was the case in 2020, the RAI rented out its premises to the Amsterdam health service (GGD) to use as a COVID19 test location throughout 2021 GGD Amsterdam is a municipal institution connected to the city council We gave a signicant discount on the normal rates in recognition of the social aspect of these services, the letting term and the demand from society for accessible test locations.

2.1.2. Costs of outsourced work and other external costs

Costs of outsourced work and other external costs

2.1.3. Personnel costs

The RAI has two pension schemes in its working conditions:

Premium pension scheme (the standard from 2013)

Dened benet plan based on average pay (for employees working for the company before 2013)

The average pay is a conditional indexed average in which indexation occurs under specic conditions

Over the period 2018 to 2020, reservations for conditional indexation were processed in the results

Due to the COVID-19 pandemic, the RAI decided in 2021 to perform indexation over the year 2018, and not provide additional means for an indexation of the average pay over the years 2019 and 2020

Due to this decision, the surplus in reserved funds over the years 2019 and 2020 was processed in the results of book year 2021

The salary (including benets) paid to (two) Board members totalled €766,255 (in 2020: € 777,027).

The salary paid to Supervisory Board members (an average of ve) amounted to €124,102 (2020: €99,093, average of four)

Average number of employees

BY DISCIPLINE

2.1.4. Depreciation on intangible and tangible xed assets

The depreciation on intangible and tangible xed assets consists of €14.1 million in regular depreciations and €0.2 million in book losses on divested tangible xed assets

2.1.5. Other operational costs

Other operational costs

Accountancy costs

In accordance with Article 382a Book 2 of the Netherlands Civil Code, an amount of €164,975 (2020: €141,300) is due to Deloitte Accountants BV in the book year, of which €122,500 (2020: € 125,000) relates to the annual audit and € 42,475 to other audit assignments.

2.1.6. Interest revenue and costs and similar

The interest costs and similar expenses such as nancing costs consist of €2,250,909 in owed interest and €43,715 in costs from exchange rate results and similar results.

2.1.7. Taxes

The eective taxation rate over 2021 is 148.1% (2020: 20.5%) which is above the generally applicable tax rate for negative results in the Netherlands The reason for the dierence is the implementation of the WOZ write-o restriction for buildings in own use as of 1 January 2019

In view of its activities, the RAI has since 2020 been consulting with the direct tax inspector about the (im)possibilities of creating a tax maintenance provision. For more information about the possible creation of a tax maintenance provision, see the ‘events after the balance sheet date’ section

The eective tax burden can be specied as follows

Taxes, specied

4.1. Company balance sheet (before appropriation of results)

Company balance sheet

5.1. Company prot and loss account

Company prot and loss account

The company prot and loss account has been drawn up in accordance with Article 402 of Book 2 of the Netherlands Civil Code

The nancial data of RAI Holding BV is included in the consolidated annual account. As a result, the prot and loss account of RAI Holding BV only states the share in prots after taxation of participating interests and the other result after taxes, in accordance with Article 402 of Book 9 of the Netherlands Civil Code

Notes on the company balance sheet as on 31 December 2021

4.1.1. Financial xed assets

Financial xed assets

The company owns 100 percent (unless otherwise stated) of the shares in the following major participations: RAI Amsterdam BV, Amsterdam; Arfora BV, Amsterdam

The results of these group companies include those of the following indirect participations (100%): RAI Solar Energy BV, Amsterdam; RAI USA, Inc., Delaware; Rui Ang Exhibition and Convention Co., Ltd., Shanghai and RAI TURKEY

ULUSLARARASI FUARCILIK VE GOSTERI HIZMETLERI ITHALAT IHRACAT TICARET LIMITED SIRKETI, Istanbul

4.1.2. Shareholder equity

Shareholder equity

The authorised capital is €13,650,000, divided into 225,000 ordinary ‘A’ shares and 75,000 ordinary ‘B’ shares, each having a nominal value of €45.50. Of these, 45,000 ‘A’ shares and 15,000 ‘B’ shares have been issued and fully paid up

4.1.3. Receivables from group companies

Receivables from group companies

The determined dividend for the year 2018 is paid via the subsidiary RAI Amsterdam BV to the shareholders and charged to RAI Holding via a current account relationship. No interest applies to receivables from group companies.

Corporate tax is passed on to the subsidiaries if they are independently taxable, and in a similar way to the calculation method at the level of the mother company As such, no latency or corporate tax benets are included in the non-consolidated nancial statement.

Personnel

As was the case in 2020, the holding did not employ any sta in 2021.

O-balance sheet information

Letters of liability in accordance with Article 403 of Book 2 of the Netherlands Civil Code have been issued and deposited for the participating interests in RAI Amsterdam BV and RAI Solar Energy BV

Amsterdam, 9 June 2022

Executive Board of RAI Holding BV

P. (Paul) Riemens, CEO

M. (Maurits) van der Sluis, COO

Supervisory Board of RAI Holding BV

O (Otto) Ambagtsheer, chair

A M H (Annemarie) Macnack-van Gaal, vice-chair

M.P. (Michiel) Boere

W C M (Mariëlle) de Macker

R J (René) Takens

Proposed appropriation of prot

Proposed appropriation of prot

The loss or negative result after tax over 2021 is included in the unappropriated prot item under shareholder equity In view of the negative result, the agreements made for the renancing and the requirements of the GO-C nancing, the negative result after taxes will be netted to the ‘Other reserves’ item in the shareholder equity.

Events after the balance sheet date

On the publication date of this report, the pandemic-related measures taken by the Dutch government had just been scaled down Nonetheless COVID-19 is still having a major impact on the RAI’s operations Although the vaccination programme promises structural recovery, it is still uncertain when the RAI will be able to organise events for a full year.

The government has limited the economic consequences of the crisis as much as possible by establishing a number of support measures. The RAI beneted from support options such as the NOW and VRT schemes in 2020 and 2021 for a total sum of €13 2 million We have also submitted requests for related schemes in 2022

The recent geopolitical tensions and international conict situation between countries could also aect our future Although the turnover from Russia and Ukraine is very limited and can be considered non-material, and any further (perhaps considerable) increase of energy costs would not threaten our continuity in line with our current insights, international events always depend on the willingness of exhibitors and visitors to travel to Amsterdam

At this time, there is no reason to think that this willingness has been diminished The situation can change, however, and the consequences of the developments in and around Eastern Europe continue to be uncertain The economic eects may aect the RAI’s future if Europe’s economy were to contract The indirect eects of an economic contraction are also part of the risk management as described in the risk management section of this report

Historically, the RAI is a healthy company with a (usually) well-lled order portfolio and the ability to be reasonably exible in terms of costs and investments Nonetheless, the cancellation of a substantial part of the 2020 and 2021 turnover has obviously had a signicant impact. Solvency ended up below the covenants as agreed with the nancers.

After the balance sheet date, the management of RAI Holding BV discovered that the covenants with the banks were not all met in March 2022 In response, the banks provided the RAI with a waiver for the non-realised covenants conrming that they will be revised for the remainder of the loan term The remaining term of the loans was also extended by a period of two years and now runs up to and including 2026.

The additional nancing and the implemented measures contribute to the liquidity level that the RAI needs in the coming months

In view of a process optimisation and investment and capitalisation regime related to the RAI’s buildings, we led an objection in January 2020 to the company tax declaration submitted in 2017 The reason was that the established commercial guidelines related to the capitalisation criteria were not properly aligned to the scal starting points

Frequent (digital and email) meetings were held with the tax authorities regarding this subject from January 2020 The tax authorities assessed various aspects of the creation of a tax maintenance provision, while the RAI’s advisors had a dierent perspective The assessment from the tax authorities is also related to the issues with housing cooperatives in which unauthorised system changes and the lack of a peak requirement play a role.

In January 2022, the tax authorities reiterated its opinion and made a compromise proposal pending the court’s judgement in a legal case related to a housing cooperative The compromise means that the creation of a maintenance provision is allowed for the tax declaration of 2017, and that it must be reduced to zero in 2023, after which a new meeting can be scheduled, depending on the progress of the aforementioned court case.

The compromise proposed by the tax authorities, i.e., the implementation of the tax maintenance provision, is currently being evaluated by the RAI for future eects. The implementation of the tax maintenance provision for the declaration of 2017 creates a tax loss over book year 2017 This tax loss leads to a correction of the already paid advance in company tax 2017 to the sum of €2 0 million and a carry back to 2016 with a correction of the paid company tax of €924,000.

For the years until 2021, the tax result depends on the realisation of the tax authorities’ compromise proposal. The tax result for 2018 to 2021 can be determined once denitive acceptance of the proposal and the details thereof has taken place

The acceptance and denitive details via a settlement agreement between the RAI and the tax authorities were not yet completed at the time this nancial statement was drawn up