Message from the Supervisory Board

2023 was another year in which a lot happened at Vebego. Both within the organisation and outside it. A positive result was clearly achieved, despite margins being under pressure and substantial investments having been made. Vebego is developing itself into a future-proof company. This was also demonstrated in 2023. The Supervisory Board is therefore satisfied with the result.

Increasingly purple

The 'One Family One Culture One Language.' strategy shows clear contours. The movement towards fewer, but larger, companies has continued. And Vebego's purple is increasingly visible, including in the streets of Belgium, Germany and Switzerland (Belgium is to follow by the end of 2024). By working with the entire Leadership Community on storytelling and the Beliefs & Behaviours, the unique Vebego culture is being firmly established.

As the Supervisory Board, we paid a lot of attention to the new composition of the Board of Directors as of January 2024. This has been an extensive and careful process, which has been carried out together with the STAK. Various possible compositions of the BoD were reviewed. Ultimately, a board of four members was chosen. On the basis of external advice, a balanced and market-compliant employment package was determined, with an eye for the long term that fits a family business. The board members were appointed with effect from January 2024.

Renewed governance

Another topic that received a lot of attention in 2023 was the renewed governance in the top structure. The relationships between the Board of Directors, the Supervisory Board and the STAK were discussed at length and renewed agreements were made on division of powers. The depositary receipt holders were also involved in this process. It was agreed with the STAK that we would set up a shared selection and remuneration committee as from 1 January 2024; this will include both members of the STAK and the Supervisory Board. The committee prepares decision-making by the STAK or the Supervisory Board and has an active role in the BoD members' performance cycle, for example. An Audit and Risk committee will also be set up as a sub-committee of the Supervisory Board in 2024.

Finger on the pulse regarding performance and strategy

As Supervisory Board, we were able to monitor Vebego's performance well this year. Each month we were kept informed of its financial performance. Every quarter we received a comprehensive update. We were informed about important matters such as management changes in the Vebego companies. The acquisition of Hoek Hoveniers which took place in early 2024, could count on our special attention and approval. The continuation of the current strategy, which runs until 2025, is on our agenda.

As a Supervisory Board, we keep our finger on the pulse when it comes to realising the current 'One family. One Culture. One language.' strategy, but also to the timely implementation of follow-up steps. Last year, concrete steps were taken, in the Vebego Group organisation additionally, to embody the role of Strategic Architect. For instance, the set-up of staff functions was optimised and adapted to the new role of the holding company, with a focus on roles in data and the CSRD. In the Beliefs & Behaviours, we clearly see that a common language for all companies expresses Vebego's DNA. Yet more companies have obtained the Great Place To Work certificate; EcoVadis and NPS are becoming more and more embedded. All in all, we see that Vebego is putting its strategy and meaningful jobs to work.

Meetings & company visits

The Supervisory Board had five regular meetings in 2023. In addition, there were several embedded meetings on the design of the new governance. As in previous years, there were two company visits. Together with the Executive Board, depositary receipt holders and the STAK, a visit was paid to IBN in Uden. In addition, the Supervisory Board spent two days in Germany. This was at the invitation of the new Vebego Facility Services, following the merger between hectas and Servico. The Supervisory Board finds these visits valuable: it gives us the chance to get to know the business and the people at Vebego in more detail.

ARC & Remco

As of 2024, the Board has two committees: the Audit and Risk Committee (ARC) and the (combined) Selection and Remuneration Committee (Remco). The committees prepare decision-making for the Supervisory Board on the relevant topics and advise the Board. Feedback from the committee meetings and any decision-making takes place at our next Board meeting.

Mutations

There were the following mutations in the Supervisory Board in 2023. The chairman's term ended, leaving a vacancy on the Board as of 1 July 2023. Willem Cramer assumed the role of (interim) chairman. The search for a new chair was done by an external agency, guided in this by members of the STAK and the Supervisory Board. This process resulted in the recruitment of Annette Ottolini as the new chair. Annette Ottolini has extensive knowledge and experience in complex environments and stakeholder management. She has relevant supervisory, managerial and foreign experience. In addition, she has the connecting qualities to promote mutual cooperation within the Board.

Annette Ottolini joined as a member of the Supervisory Board from 1 November and then assumed the role of chair from 1 January 2024.

In addition, the search for a new member with knowledge and experience in IT and digitalisation started in autumn 2023. Leo Brand took office on 1 February 2024. His knowledge and experience in the aforementioned areas provide a welcome addition to the other qualities present in the Supervisory Board and fit in well with the current phase Vebego is in and the challenges facing the organisation. With this new composition, the board has the relevant knowledge and experience to be a high-quality sparring partner and supervisor for the Board of Directors. As of the date of this report, the board consists of two women and four men.

The Supervisory Board expresses its thanks to the employees and the Board of Directors for their great involvement, professionalism and commitment. Special thanks and appreciation go to Ronald Goedmakers, for his years of commitment to Vebego. Under his leadership, the focus was placed on four core countries instead of the twelve where Vebego was active at the time; a transitional phase that ran from 2001 to 2014. It formed the starting point for further growth and our current strategic direction. Under Ronald's leadership, Vebego has become even more of a people-oriented company, dedicated to creating meaningful jobs. Ronald was CEO from 2006 to 2021 and stepped down as a member of the Board of Directors on 1 February 2024.

We hereby present to you the 2023 Annual Report prepared by the Board of Directors. The 2023 financial statements have been audited by Deloitte Accountants B.V. and are accompanied by an unqualified audit statement from an independent auditor. The financial statements have been approved by our Supervisory Board. We can endorse the result appropriation proposal included in the financial statements. We recommend that the General Meeting adopts the 2023 financial statements.

Voerendaal, 29 May 2024

Was signed