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Structure and governance

Legal structure

Vesteda has the following legal structure, which is laid down in the fund’s Terms and Conditions.

Vesteda Residential Fund

Vesteda is a mutual fund for the joint account of the participants. Investors may join the fund by taking an interest in the fund. The fund is transparent for tax purposes. For this reason, participants can participate in Vesteda via an entity with its own legal and fiscal structure. Participants always join or exit the fund through the fund manager: Vesteda Investment Management B.V. The rights and obligations of the manager, the Supervisory Committee and the participants are set out in the fund’s Terms and Conditions.

StAK Vesteda

Participants’ rights and obligations with respect to the fund manager, Vesteda Project Development B.V. and Vesteda Finance B.V., are exercised through the trust Stichting Administratiekantoor Vesteda (StAK Vesteda). StAK Vesteda grants participants a power of attorney to attend and exercise voting rights in the general meeting of shareholders of these three companies at the participant’s request.

Vesteda Investment Management B.V. (the manager)

The fund’s Terms and Conditions charge the manager with the management of the fund under the conditions specified therein. The manager is responsible for day-to-day operations and implementation of the strategy. The Managing Board and the staff are employed by the manager.

Vesteda Finance B.V. en Vesteda Project Development B.V.

Vesteda Finance B.V. will undertake Vesteda’s unsecured financing activities on behalf of the fund. Vesteda Project Development B.V. is responsible for development projects in the committed pipeline and certain selected acquisition projects.

Custodian

The custodian is the legal owner of the property of the fund, while the fund is the beneficial owner.

Corporate Governance

Vesteda’s corporate governance is structured in line with prevailing best practice guidelines, with an emphasis on transparency and engagement. The fund is transparent for tax purposes. Institutional investors may therefore participate in Vesteda via an entity with a legal and fiscal structure of their own choosing.

Corporate Governance at a glance

Vesteda Residential Fund is a contractual investment fund as defined in section 1:1 of the Dutch Financial Supervision Act (FSA). It is an unlisted fund for the joint account of the participants. As such, the economic title to the fund assets is held by the participants pro rata to their participation rights. The purpose of the fund is to make investments, and in particular (but not limited to) the investment of capital, directly or indirectly, in real estate primarily designated for residential purposes in the Netherlands, such for the account and at the risk of the participants. The fund’s strategy is explained in more detail in the investment guidelines that form part of the fund’s Terms and Conditions.

The fund is governed by the Vesteda Residential Fund Terms and Conditions and these can only be amended by a resolution of the participants. They have entrusted the manager, Vesteda Investment Management B.V., with the management and operation of the fund. The manager carries out its task solely in the interests of the participants and within the boundaries described in the fund’s Terms and Conditions. In its capacity as manager of the fund, the manager is subject to the supervision of the Dutch Financial Markets Authority (Autoriteit Financiële Markten - AFM) and the Dutch Central Bank (De Nederlandsche Bank - DNB). The manager obtained a licence to act as a manager of an alternative investment fund in accordance with article 2:67 of the FSA on 17 February 2014. The participation rights can only be acquired by professional investors as defined in section 1:1 of the FSA.