Vastned Retail N : Draft Minutes

1 VASTNED RETAIL N.V.

MINUTES OF THE PROCEEDINGS IN THE

ANNUAL GENERAL MEETING OF

VASTNED RETAIL N.V.

ON THE 2020 FINANCIAL YEAR

held on Thursday 15 April 2021 from 10:08 am to 12:22 pm at the offices of the company at De Boelelaan 7, 1083 HJ Amsterdam

Chairman: Mr M.C. van Gelder, chairman of the Supervisory Board of Vastned Retail

N.V. ('Vastned' or 'the company')

Secretary: Ms I.W. van 't Woud LLM, Company Secretary

Item 1. Opening and announcements

The chairman opened the meeting at 10.08 a.m. and apologised for the fact that the meeting had started later than planned due to a minor technical glitch. Due to COVID-19, the meeting will not be held physically, but can instead be followed live via a video webcast. The chairman welcomed all attendees, also on behalf of the Executive Board (Reinier Walta, interim CEO) and the Supervisory Board: Charlotte Insinger, Jaap Blokhuis and chairman Marc van Gelder.

In addition to the chairman, the interim CEO, Reinier Walta, and the chairman of the Remuneration and Nomination Committee, Jaap Blokhuis, were present at the Vastned office at De Boelelaan 7 in Amsterdam. The chair of the Audit and Compliance Committee, Charlotte Insinger, and the auditor EY, represented by Wim Kerst, dialled in via a live connection. The chairman appointed Company Secretary Ingeborg van 't Woud as secretary to the meeting. She was also present at the offices of the company. As an independent third party and duly authorised party, Beernink Productions will ensure the proper order of the meeting and the voting process.

The chairman then noted that the meeting had been convened in accordance with the law and the articles of association of the company. The agenda with the items to be discussed and appendices has been available for inspection at the office of the company, from ABN AMRO and as of 6 May of this year on the Vastned website.

As set out in the convening notice, the shareholders who had registered for the meeting in a proper and timely manner were given the opportunity to submit questions on topics on the agenda in advance (until Tuesday morning 23 June 11am). These questions will be answered during the meeting. In addition, attendees will be given the opportunity to ask questions live during the meeting. This can be done, as in a physical meeting, both after the discussion of the relevant item on the agenda and during 'any other business' at the end of the meeting. The request for one or more questions to be asked live will be submitted to the chairman via the operator. If the request is granted by the chairman, the opportunity is given to ask the question live (by means of the PC's or laptop's video camera). If desired, the question can also be asked exclusively via the audio connection of the PC or laptop.

In addition to answering the live questions, this shareholders' meeting will also answer all questions submitted in advance by email.  

This year, Vastned offers shareholders the opportunity to vote electronically and in real time in the shareholders' meeting. If a shareholder has indicated in advance upon registration that he wishes to make use of this possibility, then a vote can be cast in real time during this meeting via the system. In that case, this voting function is included in

Vastned Retail	De Boelelaan 7	PO Box 22276	Tel.: [phone]
N.V.	1083 HJ Amsterdam	1100 CG Amsterdam	[e-mail]	www.vastned.com

2 VASTNED RETAIL N.V.

the top right of the screen and a vote can be cast on the agenda items by using the vote button. In addition, a vote may be cast during the discussion of the item on the agenda concerned, provided that the vote is cast before the time when the chairman indicates that the vote on the item in question is closed. As soon as the number of shareholders present and voting at this meeting is known, the shareholders will be informed.

Vastned has chosen to organise this shareholders' meeting in an entirely virtual manner, including the possibility for shareholders to vote and participate live. This is in accordance with the wishes of shareholder representatives such as Eumedion and VEB.  Vastned is of the opinion that shareholder participation through a virtual shareholders' meeting by means of 'real time' participation and voting will enhance interaction. Vastned wishes to expressly point out to its shareholders that this is a relatively new application and that it cannot be ruled out that shareholders will experience problems that may arise in this relatively new application. For further information, reference is made to the Virtual General Meeting of Shareholders Policy that is available on the Vastned website. 

The chairman then explained why it had been decided to remove from the agenda item 10, the proposal to appoint a new member to the Supervisory Board. The Supervisory Board has come to this decision because it would appear that the required support from a major shareholder with regard to the proposed governance of the company is currently not yet forthcoming. For this reason, Vastned has decided in the interest of the company to remove the proposed appointment from the agenda in order to make room for a continued dialogue with this major shareholder. This means that out of a total of 15 items on the agenda, 14 will be dealt with at this meeting.

If any questions have been raised before or during the meeting in connection with the agenda items to be discussed at this meeting, they will be dealt with under the relevant agenda item.  Questions not specifically related to one of these agenda items will be taken during 'any other business'. 

Item 2. Report of the Executive Board on the 2020 financial year and discussion of the main points of the corporate governance structure and compliance with the Corporate Governance Code

Interim CEO Reinier Walta commented on the past financial year and presented his views on various developments and how they affect Vastned. In addition, he elaborated on the effects these developments had on the financial results and financing structure and the impact of the COVID-19 pandemic on Vastned's operations and financial results. 

Before giving the Executive Board the floor, the chairman referred to the explanation in the annual report (p. 64 and following) of the corporate governance structure and compliance with the Corporate Governance Code (the 'Code'), and reminded the meeting that in 2020 Vastned again complied with all the provisions in the Code.

Highlights 2020

Reinier Walta then reported on the 2020 financial year and noted that, due to the outbreak of the Corona pandemic, 2020 had been a turbulent year in which the health of Vastned's employees, tenants and customers had always been a top priority. He expressed his gratitude for the fact that the Vastned team had worked very hard in these challenging circumstances to cope with the situation and find appropriate solutions together with the tenants.

The interim CEO stated that in spite of the challenging market conditions Vastned was able to realise solid results in 2020 due to its high-quality portfolio and its active asset management. The high-quality real estate portfolio clearly proved its worth during the COVID-19 crisis. Vastned first had to deal with lockdowns in March 2020 in the various countries in which it operates. At the end of the first quarter, there were compulsory shop closures in Belgium, France, and Spain. The second half of 2020 started on a hopeful note, as the lockdowns in Europe were lifted and all shops in the portfolio were open again. However, in the fourth quarter of 2020, most governments in the countries where Vastned operates took new measures to counteract the second wave of COVID-19 in Europe. COVID-19 again influenced the end-2020 results as a result. However, thanks to the hard work of the Vastned team and the high quality of the portfolio, Vastned can report solid results in a very challenging year.

The direct result for 2020 was € 1.85 per share, which was at the top end of the adjusted forecast issued during the 2020 half-year results. This resulted in a dividend proposal of € 1.73 per share. The occupancy rate remained high at 96.5% at year-end 2020 and the portfolio showed a relatively limited decline in value of 5.2% in 2020. The rent collection was also high, at 90% as at 31 December 2020.

On 11 February 2021, Vastned published a strategy update. Vastned adheres to its mission of stable and predictable

Vastned Retail	De Boelelaan 7	PO Box 22276	Tel.: [phone]
N.V.	1083 HJ Amsterdam	1100 CG Amsterdam	[e-mail]	www.vastned.com

3 VASTNED RETAIL N.V.

long-term results by optimising and concentrating the property portfolio, in which a greater diversification of tenant types and the creation of a city centre portfolio with mixed properties are important pillars, in conjunction with increasing the cost efficiency of the organisation and a conservative financing structure. In this way Vastned wants to create long-term value in a sustainable way for all its stakeholders. The strategy update will be explained in more detail later in the meeting.

Portfolio nearly fully let with high occupancy rate of 96.5%

The occupancy rate fell slightly compared to previous years, but is still at the high level of 96.5%. The portfolios in Spain and France were in principle fully let at year-end 2020, while the occupancy rate in the Netherlands and Belgium decreased slightly.  This is a solid result, taking into account the current challenges posed by the Covid-19 pandemic. 

Letting activity remained high in 2020 despite Covid-19

In addition to COVID-19-related talks with all tenants, regular letting activities continued in 2020. This resulted in 71 signed leases, including new leases with a number of tenants in the Netherlands, Belgium and France. Vastned also signed relatively many new contracts with supermarkets and lifestyle retailers such as Lidl, Spar, VkusVill, Jumbo, Rituals and Holland & Barrett, and signed a large number of lease extensions with, for example, Louis Vuitton in Bordeaux, Armani in Antwerp and Mango in Brussels. Furthermore, Vastned signed an office lease in Paris for the first floor on Rue de Rivoli at higher rents than Vastned would have received if it had been let to a retail tenant. The total value of the 71 leases was € 400,000 lower than the value of the previous leases, which is a decrease of approximately 4.3%.

High street retail remained relatively strong outside lockdown

The interim CEO commented on the impact of COVID-19 on Vastned's portfolio in 2020. The government measures in response to the global COVID-19 outbreak were implemented in the countries where Vastned is active. As a result, almost half of the property portfolio faced closures in the last weeks of March, April and May and part of June

2020. All Vastned-owned shops were open again in the summer and received relatively large visitor numbers during the entire period, as the open-air character of high street retail was preferred to indoor shopping centres. Conversion rates, i.e. the actual number of purchases per visitor, rose significantly during the summer months, which helped the tenants to recoup some of their losses incurred during the first half of the year. However, tourists continued to avoid the larger tourist destinations, and this did not improve in 2020. New government measures were introduced from October 2020 when the second wave of COVID-19 hit Europe and Vastned was again confronted with forced shop closures. When the shops opened in France and Belgium, the authorities in the Netherlands tightened the restrictions. Restaurants and bars in the Netherlands were compulsorily closed from mid-October and all non-essential shops in the Netherlands were also be closed from mid-December. Also, in Belgium and France, restaurants and bars have been closed since mid-October. This uncertain situation continues to this day with further lockdowns and curfews in France and Belgium, while the lockdown is also still in place in the Netherlands. This challenging situation made the start of 2021 difficult. The restrictions in Spain had less impact on the portfolio, as they only apply to large shops and shopping centres. All Vastned tenants in Spain were allowed to stay open from June 2020. However, the absence of tourists has definitely impacted them.

COVID-19 measures: tailored agreements to achieve high rent collection

The interim CEO explained the impact on the 2020 result of the tailored agreements made with tenants in 2020 in the countries in which Vastned operates. The Vastned team has had intensive dialogues with all tenants, in which changing situations were anticipated as much as possible and Vastned always remained in control. Tailored agreements and the contract renegotiations benefited from the investment in a new property management system, which enabled proactive and effective consultation with tenants based on real-time information. This resulted in temporarily lower rents in some cases, but in other cases in longer leases and higher rents. A total of € 4.7 million in rent was waived in 2020, with clear differences based on the local COVID-19 situation and in many cases other local forms of support, such as for small retailers in France. In some situations, rent waivers were combined with contract extensions and rent increases after COVID-19, which was notably the case in Spain. A total of € 1 million in rent was deferred in 2020 until mainly 2021.

Vastned realised relatively high rent collection of 90%

In 2020, Vastned sent invoices for a total of € 81.8 million. These were mainly rents, but also service charges and VAT. Vastned waived € 4.7 million including VAT in rent, or 6% of the total amount, so that a maximum of 94% can be collected. Total deferred rent payments at the end of 2020 amounted to € 1 million. On 1 December 2020, Vastned had received € 73.3 million, resulting in a 90% rent collection. Incidentally, as of 1 April 2021, the rental collection of

Vastned Retail	De Boelelaan 7	PO Box 22276	Tel.: [phone]
N.V.	1083 HJ Amsterdam	1100 CG Amsterdam	[e-mail]	www.vastned.com

4 VASTNED RETAIL N.V.

2020 had increased to 91%. This was an improvement on the level of 84% Vastned reported for its half-year results in 2020. On 31 December 2020, a total amount of € 5.7 million in receivables for 2020 was outstanding. Of this, € 1 million was deferred. Vastned has made a provision for expected credit losses of € 2.5 million, leading to an outstanding position of € 3.2 million in net receivables.

Sustainability focused on creating long-term value for stakeholders

Sustainability is an important core value for Vastned in creating long-term value for its stakeholders. Vastned believes that realising stable and predictable financial results must go hand in hand with non-financial goals, such as preservation of cultural heritage and improving the liveability and safety of city centres. 

Vastned considers it important to limit its environmental impact as far as possible and to enhance its contribution to society. An efficient and effective organisation is crucial to realise these objectives. For this reason, a high-quality organisation, a healthy work environment and the health and welfare of the employees are high on the company's agenda.

In 2020, a green and ethical clause was added to 98.5% of the new leases; also, 72% of the properties in the portfolio now has an EPC label.

During the strategy update of February 2021, it was explained that data analysis increasingly supports the sustainability of the property portfolio. One example is collecting data on tenants' energy consumption, on the basis of which Vastned has identified targeted energy-saving renovations for the largest energy consumers in the property portfolio. 

In this way, Vastned will increase the number of green properties that it has defined in its Green Finance Framework. This will eventually help to support the valuation of the property portfolio and the possibilities to issue green financing instruments.

Solid results in 2020

The direct result per share in 2020 was € 1.85 per share, which was lower than the direct result of 2019 of € 2.03. This was caused by the impact of COVID-19.

The indirect result per share, including portfolio write-downs of 5.2%, amounted to € 4.26 negative, resulting in an

EPRA NTA of € 43.78.

The loan-to-value increased slightly compared to 2019 to 43.0%, but remained well within the desired target range of 35% to 45%. 

The average spot interest rate fell to 2.0% at year-end 2020, down from 2.2% one year earlier.

Direct result per share FY 2020 affected by COVID-19

Adjusted for the impact of COVID-19, the direct result per share increased from € 2.03 per share in 2019 to € 2.18 per share in 2020 due to lower overhead costs and lower interest expenses. The impact of COVID-19 was € 0.33 per share. As a result, the direct result per share in 2020 was € 1.85.

Positive like-for-like rental growth, adjusted for COVID-19

Gross like-for-like rental growth in 2020 without the impact of COVID-19 would have been 0.4%. Including the rent waivers, the like-for-like rent growth decreased by 5.5%. France made a positive contribution to rental growth with the lease of the property at Rue de Rivoli 118-120 to JD Sports.

Vastned continues to focus on cost efficiency

Vastned's management is focused on and committed to cost efficiency. The general expenses increased from € 7.4 million in 2020 to € 8.1 million in 2019. Adjusted for the non-recurring items in 2020, normalised general expenses were € 7.6 million, which represents a 6% decrease compared to 2019. The decrease in normalised general expenses is caused by a combination of lower personnel costs and office expenses. General expenses as a percentage of gross asset value are stable at 50 basis points, which is relatively low compared to similar companies in the sector.

Vastned Retail	De Boelelaan 7	PO Box 22276	Tel.: [phone]
N.V.	1083 HJ Amsterdam	1100 CG Amsterdam	[e-mail]	www.vastned.com

5 VASTNED RETAIL N.V.

High quality and liquidity of the portfolio resulted in limited decline in value

The value of the portfolio excluding acquisitions and divestments fell by 5.2%. This relatively limited write-down is due to the high quality of the portfolio and the liquidity in the market for the type of properties Vastned owns. The decline in value was the result of the continued negative impact of COVID-19 and of the rotation of appraisers that took place in 2020, where it is good practice for appraisers to critically assess each other's work.

Solid financing structure

The key financial indicators show that Vastned's financial position is solid, which is all the more important in the current uncertain times. The average interest expenses decreased by 21 basis points during 2020 to 1.99% at year- end. This was due to the refinancing of more expensive private placements. In December 2020, Vastned entered into a Green Revolving Credit Facility worth € 40 million under its Green Financing Framework. At the same time, Vastned reduced an earlier uncommitted multifunctional facility with ABN AMRO from € 30 million to € 20 million. Vastned has no rated bonds and as such no related credit rating costs.

No credit expirations until 2024

Vastned has approximately € 104 million in undrawn credit facilities to cover all debts until 2024.

Although 2024 is still a long way off and it shows a relatively large peak, this largely relates to revolving credit facilities that by nature have a shorter maturity and have been rolled over several times.

Vastned intends to investigate in a timely fashion how the facilities in 2024 can be financed and structured.

Strategy update

The interim CEO then commented on the strategy update that Vastned presented together with the 2020 annual results.

Transition in retail environment accelerated by COVID-19

The retail environment is in transition, a process accelerated by COVID-19. In this transition, four themes are relevant to Vastned and its strategy.

First of all, e-commerce is growing in relation to physical retail, driven by changing consumer behaviour and technological developments. The outbreak and spreading of COVID-19 has accelerated these developments and further boosted online shopping. This trend is expected to continue, forcing retailers to rethink their business model and shop portfolio. Online sales are often not profitable, and competition is much higher. Retailers need to find a mix of online and physical shops. Vastned believes this shows that online business models are not enough, and that the quality and service of the physical shops will remain vital to retailers' success. Vastned also expects more bankruptcies in 2021 as a result of the COVID-19 pandemic. Due to government support in the countries where Vastned operates, the number of tenant bankruptcies remained relatively limited in 2020, but an increasing number of tenants are expected to go bankrupt in 2021. These developments not only affect the demand for floor area at B locations, but also at A locations, where retailers have become more selective in their choice of physical shops. As a result of the developments described, rent levels are expected to come under pressure.

Secondly, Vastned is seeing a change in consumer behaviour. A larger proportion of household expenditure goes towards basic household necessities such as rent, water, electricity, gas and education. This reduces the budget for other purposes, such as fashion consumption in the high street. The money left over for consumption is also spent on recreation, holidays and travel. Since 2010, spending on clothing and shoes has fallen by 11%. In the Vastned portfolio, fashion is noticeably the most vulnerable segment. Locations with the highest exposure to fashion and tourism are experiencing the most problems, which is accelerated by the COVID-19 pandemic.

The third theme is tourism. Over the past decade, tourism has been an important driver of income for retailers in historic city centres. COVID-19 caused a decline in tourism in 2020 and revealed the vulnerability of high street retail property portfolios, especially for the fashion segment. Although Vastned expects a full recovery of tourism in the long term, the recovery of tourism in European cities is expected to be gradual.

Finally, Vastned expects the trend of urbanisation to continue. Globally, cities are the great drivers of the economy and of innovation, and the trend towards urbanisation will continue in the long term in Europe and the rest of the world. In 2020, it has also become clear that people are eager to return to the city centres as soon as the government measures are eased. Historic city centres therefore remain popular. The company expects demand for both commercial and residential property in historic city centres to remain strong, while supply is limited.

Vastned Retail	De Boelelaan 7	PO Box 22276	Tel.: [phone]
N.V.	1083 HJ Amsterdam	1100 CG Amsterdam	[e-mail]	www.vastned.com