. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For shareholders and financers

SHAREHOLDERS

RAI Amsterdam has two shareholders: the RAI Association and the City of Amsterdam.

FINANCING

In April 2020 we agreed to a new financing scheme with three banks, which concluded the refinancing process. This means that for the coming years we continue to be assured of a portfolio of long-term financing and current accounts. The club deal financing agreement with Deutsche Bank and Rabobank Amsterdam established in 2013 was hereby completely amortised.

COVID-19 PANDEMIC SUPPORT SCHEMES

We applied and received funds from the NOW 1, 2 and 3 government support schemes. We were also given a tax deferral and benefit from the GO-C corporate financing guarantee.

fixed, indexed amount with

carry forward of up to one year

dividend 2019 not fully paid, no further decisions taken

Shareholders

RAI Amsterdam (RAI Holding BV) has two shareholders: the RAI Association and the City of Amsterdam. The RAI Association owns 75% of the shares in RAI Amsterdam. It is a trade association that promotes the interests of 700 manufacturers and importers of passenger cars, trucks, trailers, bodywork and special vehicles, motorcycles and scooters, mopeds and bicycles. The remaining 25 percent of the shares is owned by the City of Amsterdam.

There was intensive contact with shareholders in the reporting year due to COVID-19 and its consequences on the organisation, and the 2030 masterplan. Two extraordinary shareholder meetings were held in 2020.

Dividend

Dividend policy The most recent dividend policy was determined for the period 2013-2018 and included the provision that we pay our shareholders a fixed dividend per year of € 2.24 million (price level 2014; indexed annually based on the consumer price index CBS). Should the net result be lower, the dividend is reduced to at most the net result, and the unpaid dividend paid in the following year, if the net result was sufficient. The cumulatively owed dividend over the previous book years will therein never be higher than the (indexed) fixed dividend over the last book year.

By way of derogation from the aforementioned policy, we determined a one-off dividend in 2019 of € 9.9 million to be paid over 2019 (€ 2.4 million) and 2020 (€ 7.5 million). Only part of the 2020 payment was made due to the situation in which we found ourselves as a result of the COVID

financing scheme with three banks paid off in 2020

refinancing scheme, with three banks

additional financing under Corporate Financing Guarantee pandemic: in January 2020 we provided € 3.75 million in payments. In view of the pandemic, it was decided in the spring of 2020 not to make any dividend decisions for 2019. A similar decision will have to be made for 2020: not paying a dividend is one of the conditions of the government’s corporate financing guarantee (GO-C). Dividend payments are not possible before the GO-C has been fully paid off in December 2023 or as early as possible.

Financing

The club deal financing with Deutsche Bank and Rabobank Amsterdam set up in 2013 ended in 2020. The banks had an equal participation in the financing arrangement, which was based on two identical credit agreements with both banks, with the exact same rates, covenants and standard agreements. The ratio between the banks was arranged via an intercreditor agreement.

In April 2020 we agreed to a refinancing scheme consisting of a financing arrangement with three banks: ING Bank NV, Deutsche Bank AG and Coöperatieve Rabobank UA, in equal parts. The scheme consists of three parts:

Facility A: with a value of € 24 million Facility B: Bullit loan with a value of € 36 million Facility C: current account with a value of € 30 million

As a result of the COVID-19 pandemic, RAI Holding BV agreed to additional financing worth € 20 million with the aforementioned banks in December 2020. This loan has a term of three years and is based on the corporate financing guarantee (GO-C) by which the state guarantees 80%. Further information is provided in the notes of the consolidated balance sheet.

Two loans were taken out in 2014 for the financing of solar panels with Triodos Bank and the Amsterdam Investment Fund of the City of Amsterdam. The scope of both loans amounts to € 0.3 million by the end of 2020.

For further clarification of the financing positions please see the notes on the consolidated balance sheet in the financial statement (1.1.7 and 1.1.8).

GO-C financing, NOW schemes, deferred tax

payment

COVID-19 support schemes

The GO-C financing is one of the support schemes we used to survive the COVID pandemic. The other schemes we benefitted from are:

NOW 1, 2 and 3: a support scheme in which part of the wage costs are covered. This is intended for employers facing a turnover loss of at least 20%. Special tax deferral due to the COVID crisis. The tax authorities have now confirmed that we will receive special tax deferral for those taxes to which it applies.

In 2021 we will also be eligible for the reimbursement of fixed costs scheme (TVL). This is intended as a reimbursement for fixed costs for employers suffering a turnover loss of at least 30%. The relevant request has now been submitted.