. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supervisory Board statement

The Supervisory Board hereby presents the Annual Report of RAI Holding BV.

The annual report was compiled by the Executive Board and includes the financial statement for 2020. Deloitte Accountants BV has checked the financial statement and provided it with an approved audit statement.

Our supervisory role

The responsibilities of the Supervisory Board include internal supervision of the Executive Board and the general affairs of the company. Throughout the year we fulfil our supervisory activities with several fixed agenda items, including:

Discussing the year to date (YTD) and shareholder report, two progress reports that monitor financial and non-financial goals with the Executive Board. Walking through a business update from the Executive Board that highlights the main developments related to events and clients in every Supervisory Board meeting.

In addition to the fixed agenda items, the Supervisory Board tackles many specific subjects throughout the year, both during regular Supervisory Board meetings and at individual informal meetings and meetings with the Board. This was especially the case in 2020: from the start of the pandemic in March, the Supervisory Board and Executive Board had regular contact about the status of the company, the possible scenarios and how to survive the crisis.

The main issues as discussed by the Supervisory Board are listed below, with an indication of whether they were previously prepared in one of the separate Supervisory Board committees: the Audit Committee (AC), Selection and Appointment Committee (SC) or Remuneration Committee (RC).

Business and venue

The status of the business as a result of the COVID crisis. Alternative revenue models. The scenarios for reopening the RAI (AC).

Strategy

The Executive Board’s four-track policy aimed at surviving the COVID crisis. The enhancement of the Masterplan 2030 for the shareholders.

Financial

The 2019 accountant’s report (AC). The 2019 Annual Report, discussed with the external accountant (AC). The decision regarding the 2019 dividend. The turnover development and cost savings (AC), based on the year to date reports, among others.

The audit plan 2020 (AC). The 2021 annual plan, including budget & investments (AC). The refinancing for 2020 and the GO-C financing (AC).

Safety

Developments related to the safety & security policy (AC).

Organisation

The reappointment of the Executive Board. The reorganisation. Employee satisfaction. The pension scheme for RAI staff.

Risk and compliance management

The process of and developments in Risk & Compliance management (AC). The status of the occupancy notification and licenses.

Governance

The Supervisory Board regulations, which were evaluated and remain unchanged.

Our advisory/sounding board role

In its advisory role, the Supervisory Board acts as a sparring partner for the Executive Board. This role was extra important in the book year due to the challenges the company faced from the COVID crisis. In this framework the Executive Board and Supervisory Board met many times to carefully monitor developments and constantly test the various scenarios for topicality and proportionality.

Our employer role

The Supervisory Board has discussed the following topics based on our employer role:

Executive Board

In February 2020 there were evaluation meetings with the two Executive Board members about the reporting year of 2019 (RC). Agreements on paying the Executive Board a bonus over 2019 in view of the COVID crisis.

Supervisory Board

Appointment of Otto Ambachtsheer and Michiel Broere. Proposal for the reappointment of Marielle de Macker. The annual self-evaluation (RC/SC). Additional training for the Supervisory Board.

General meeting

The general meeting was held on 24 April 2020 and the topics discussed included:

Confirming the Annual Report and Financial Statement of 2019. Deciding to add the entire result after taxes from book year 2019 to the general reserves in RAI’s own capital. Deciding to discharge the Executive Board and Supervisory Board. Update on the impact of the COVID crisis. The shareholder report Q4 2019. The annual plan 2020, including budget.

The general meeting discharged the Supervisory Board for its supervision and the Executive Board for its management. The entire Supervisory Board and Executive Board were present at the general meeting.

There was an extraordinary meeting of shareholders on 18 June 2020 in which the following topics were discussed:

Vacancies in the Supervisory Board. The Executive Board’s four-track policy in the framework of the COVID crisis (including the proposed reorganisation).

Another extraordinary meeting of shareholders took place on 10 November 2020 in which the attendees were updated on the Executive Board’s four-track policy.

In addition to the aforementioned meetings, the Executive Board maintained informal contact with the shareholders throughout the year to provide them with updates on the status of the company. Shareholders were also sent regular written updates.

About the Supervisory Board

Composition of the Supervisory Board and its committees

The Supervisory Board formatively consists of five members and had three on 1 January 2020. The appointment of a member on the recommendation of the City of Amsterdam as shareholder was postponed due to the council’s intention to sell its shares. Otto Ambachtsheer and Michiel Broere were appointed as Supervisory Board members on 1 November 2020. The personal details of the members, including their membership in the committees, are included in the chapter 'Welcome to the RAI!', under ‘Composition of the Supervisory Board'.

Exemption

All Supervisory Board and Executive Board members have been declared exempt by the company.

Consultations between Supervisory Board and committees

The Supervisory Board held four scheduled meetings in 2020. Each was attended by all Supervisory Board members, statutory Executive Board members, the Financial Director and the company secretary. In addition to regular meetings, there were four meetings of the AC and two of the RC and SC. All members of committees attended the meetings of each committee as well. The attendance of each Supervisory Board member was 100 percent.

Pre-consultation between the Supervisory Board members usually takes place in advance of the normal meetings. Supervisory Board members also keep in touch outside of meetings where necessary. In addition to the aforementioned meetings with the Executive Board, the Supervisory Board also met behind closed doors. Those meetings mainly involved the impact of the COVID crisis and the related scenarios and approach.

The chair of the Supervisory Board and the CEO met regularly to discuss progress on various topics in 2020. The chairman of the Supervisory Board met with the works council in July and November. The Audit Committee prepares the Supervisory Board’s decision-making and advises the Supervisory and Executive Boards of its findings in fields such as finance, internal risk management & control systems, risk analysis, applications of information technology (IT) and the activities and recommendations of the accountant. The committee members, the CEO and the financial director attended all meetings, while the COO attended most. The concept report of the Audit Committee was a fixed agenda item in each subsequent meeting of the Supervisory Board. In all these meetings the Supervisory Board received advice on the decisions to be taken by the Supervisory Board as prepared by the Audit Committee. The chair of the Audit Committee and the financial director met regularly during the year under review to discuss the progress of various matters.

The task of the Remuneration Committee includes making proposals to the Supervisory Board and preparing accountability regarding the recommended remuneration policy and the actual remuneration of the members of the company’s Executive Board. The Remuneration Committee met twice, mostly to discuss the reorganisation and contacts with the CEO and COO.

The task of the Selection and Appointment Committee includes drawing up selection criteria and appointment procedures for members of the Supervisory and Executive Boards, assessing the size and composition of both boards and making proposals on the profile of the Supervisory Board at least once a year, reviewing the functioning of individual Supervisory and Executive Board members and reporting on it to the Supervisory Board at least once a year, making suggestions for appointments and reappointments, and supervising the policy of the Executive Board with regards to selection criteria and appointment procedures for senior management. The Selection and Appointment Committee met twice.

Annual report and financial statement 2020

The Audit Committee has discussed the financial statement and annual report with the Executive Board and the external accountant Deloitte at length. The Supervisory Board then discussed the annual report with the Executive Board.

The 2020 financial statement was approved by the Supervisory Board during the general meeting on 20 April 2020. The Supervisory Board proposes that the financial statement be approved, that the Executive Board be given discharge for its management and that the Supervisory Board be given discharge for its supervision.

In conclusion

As indicated in the foreword of this report, the Supervisory Board thanks the employees and the Executive Board for their efforts in 2020. We are also grateful to all stakeholders for their involvement.

Amsterdam, 6 april 2021

Supervisory Board RAI Holding BV

A.M.H. (Annemarie) Macnack-van Gaal, chair J.W.Th. (John) van der Steen, vice-chair O. (Otto) Ambagtsheer M.P. (Michiel) Boere W.C.M. (Mariëlle) de Macker

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