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Report of Executive Board of Directors

Structure of the Fund

The Fund is structured as an investment company with variable capital, as defined in article 2:76a of the Dutch Civil Code, with its corporate seat in Amsterdam, the Netherlands. It is a fiscal investment institution (FII) within the meaning of Article 28 of the Dutch Corporate Income Tax Act 1969. Bouwinvest Real Estate Investors B.V. (‘Bouwinvest’) is the Fund’s Statutory Director and management company pursuant to the management agreement. The management company has a licence within the meaning of Article 2:65 of the Dutch Financial Supervision Act and is subject to supervision of the Dutch Financial Markets Authority (AFM).


The Fund has two taxable subsidiaries, Bouwinvest Dutch Institutional Retail Fund Services B.V., which renders services that are ancillary to the Fund’s renting activities, and Bouwinvest Retail Development B.V., which pursues development activities that are ancillary to the Fund’s investment portfolio. The activities are placed within these taxable subsidiaries to ensure the Fund’s compliance with the investment criteria of the FII regime.

Fund governance bodies

Shareholders’ Committee

The Shareholders’ Committee comprises a maximum of five shareholders: one representative from each of the four shareholders with the largest individual commitment and one member to represent the collective interests of all other shareholders. Each eligible shareholder shall appoint a member of the Shareholders’ Committee for a period of one year, running from the annual general meeting.

Role of the Shareholders’ Committee

The role of the Shareholders’ Committee is to approve certain specified resolutions by the management company and to be consulted with regard to certain resolutions specified in the Terms and Conditions.

General Meeting of Shareholders

The Retail Fund's shareholders must be professional institutional investors within the meaning of section 1:1 of the Dutch Financial Markets Supervision Act (FMSA). General Meetings of Shareholders are held at least once a year to discuss the annual report, adopt the financial statements and discharge the Statutory Director of the Fund for its management. Shareholder approval is required for the Fund Plan and for other resolutions pursuant to the Fund Documents.

Anchor investor

As at this annual report’s publication date, bpfBOUW held the majority of the shares in the Retail Fund.

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