06 Financial statements

RAI Holding BV (also referred to as ‘the company’) has its registered office in Amsterdam (on Europaplein 24), Chamber of Commerce number 33093880. The company’s financial year runs from 1 January to 31 December.

Intangible fixed assets
Externally acquired exhibition titles are valued at cost price or market value if lower, and are depreciated over their economic life, which is assumed to be 20 years at most.

The economic life of the IBEX exhibition title is assumed to be 15 years at most.

Software is valued at historic cost and depreciated over its economic life, which is assumed to be ten years at most. Operating rights are valued at acquisition price and depreciated annually based on the term of these rights.

Tangible fixed assets
Tangible fixed assets are valued at their acquisition price, minus straight-line depreciation based on their economic life and minus any special depreciation.

Maintenance costs for buildings owned are immediately charged to the results, or entered as assets and depreciated if the asset criteria allow. The depreciation calculation takes the residual value into account, which is expected to be nil in all cases.

Financial fixed assets
Participating interests over which significant control is exercised over business and financial policy are stated at their net asset value, determined on the basis of the accounting principles of RAI Holding BV. Participating interests over which no significant control is exercised are stated at the acquisition price or current value if lower.

Receivables from and loans to participating interests as well as other receivables are stated at the fair value in the initial processing, then valued at the amortised cost minus the necessary provisions.

Special depreciation of fixed assets
An evaluation is made each year to check for any indications of intangible, tangible or financial fixed assets being subject to special depreciation. Special depreciations apply when the balance sheet value of the asset is higher than the realisable value. In such cases the relevant asset is devalued to the realisable value. The loss is immediately processed as an expense in the profit and loss accounts

Receivables
Receivables are stated at fair value in the initial processing, then valued at the amortised cost, which is the same as the nominal value minus any provisions for doubtful debts. These provisions are determined based on an individual assessment of the receivables.

The receivables have an expected term of up to one year, unless stated otherwise.

Stock
The stock mainly involves food & beverage products of which the valuation is determined at acquisition costs, minus a provision for obsolescence where necessary.

Securities
Securities are stated at their cost or market value on the balance sheet date, whichever is the lower. The market value is in principle equal to the value quoted on the stock exchange. If a sale is expected in the short term, the directly realisable value is considered the market value.

Liquidities
Liquidities are at the disposal of the company.

Provisions
Provisions are included for all legally binding or factual obligations resulting from an event before the balance sheet date where an export of capital is expected to be required for the fulfilment thereof and of which the scope can be reliably estimated. 

A provision for long-service payments is included based on the valid long-service scheme in effect on the balance sheet date, taking into account the likelihood of continued employment, future labour cost developments and discount provisions.

Pension scheme
The company has two active pension schemes for its employees. Those who started working for the company before 1 January 2013 are subject to a pension provision that qualifies as a defined benefit plan, in which the defined pension payments are based on average pay. This pension scheme has been placed with a pension insurer. It is processed in the financial statements as a defined contribution scheme due to the fact that the obligations for realising this pension scheme are entirely reinsured. 

Employees who started working for the company since 1 January 2013 or those who have voluntarily switched to the new pension scheme are subject to a premium scheme with the nature of a defined contribution agreement in which the company obligations are limited to making an annual contribution to the insurance company. Future payable contributions will partly depend on the development of the employment conditions and the returns on the invested contributions achieved by the insurer.

Long-term liabilities
Long-term liabilities include debts with a remaining term of over one year. These debts are stated at the fair value in the first processing and then valued at the amortised cost.

Short-term liabilities
Current liabilities are stated at their fair value in the first processing and then at the amortised costs. They have an expected term of a maximum of one year. A provision is included for bonus schemes and participations based on relevant performance schemes. There is also a provision included for contractual agreements with employees.

(Deferred) corporation tax
Temporary differences between the determination of profit for commercial and tax purposes are stated at their nominal value in the balance sheet as a tax deferral or asset. Deferred claims for corporation tax on account of tax-deductible losses are valued at the future tax rate on the balance sheet date in so far as it can reasonably be expected that the claims are realisable.

RAI Holding BV is the leading company of a group that is treated as a single entity for tax purposes. The other members of the group are: RAI Amsterdam BV, RAI Real Estate BV, RAI Markets BV, RAI Solar Energy BV and Arfora BV.

Revenue
The financial statements have been prepared on the basis of historical cost. The revenue recognition applies to all categories as specified under 2.1.1. The net turnover includes revenue from the delivery of goods and services as specified under 2.1.1, minus discounts and the like and turnover tax. Revenue and expenses are accounted for in the period during which the activity is performed. For exhibitions and events this is the period in which the event takes place. Profits are accounted for in that period. Losses and risks that originated before the end of the financial year are processed if and insofar as they became known before the annual accounts were drawn up.

The revenue and expenses for participations in which RAI Amsterdam plays a deciding role are consolidated proportionally. For participations in which RAI Amsterdam does not play a deciding role, the result attributable to RAI Holding BV is included.

Costs of outsourced work
The costs for outsourced work and other external costs involve direct and indirect costs, including purchasing costs of sold catering stock that can be attributed to the turnover.

Depreciation
The depreciation of tangible fixed assets is calculated on a linear basis by reference to the expected economic life.

The applied depreciation rates are between 2% and 20%. The depreciation of the intangible fixed assets is related to the acquisition value, and ranges between 5% and 20%. Possible residual values of tangible and/or intangible fixed assets are not taken into account.

Financial income and expenses
The financial income and expenses involve the exchange rate differences, interest income and expenses and similar results attributable to the period concerned.

Participating interest results
The participating interest results concern the share of the company in the results of the net asset value of the participating interests. The share that the company is due is stated as the result of a specific participating interest in the participating interest results.

Corporation tax
Corporation tax is calculated on the commercial pre-tax profit, taking into account tax facilities. The change in the provision for deferred corporation tax is taken into account in the calculations.

A continuous evaluation is made as to whether the financial reporting should or could be adapted in the framework of new fiscal legislation or measures.

Cash flow statement

The cash flow statement has been drawn up in accordance with the indirect method. The resources in the cash flow statement consist of liquidities.

Investments in exhibition titles (paid goodwill) are depreciated over a maximum period of 20 years. A trigger analysis on titles that were externally acquired in the past is performed annually. The latest analysis gives no reason to perform an impairment test or depreciate the externally acquired titles. Software is depreciated over a period of ten years at most, calculated from the time it is first used.

The ‘other’ category primarily concerns the use of a lounge in the Johan Cruijff ArenA. These rights will be depreciated until the year 2026. Divestments are related to assets that are no longer used. The work in progress concerns investments in software for projects that have not yet been taken into use.

Buildings and land are depreciated over a period of five to 50 years, the Convention Centre over a period of 20 years, and installations over a period of ten to 20 years. The other fixed assets are depreciated over a period of five to 20 years. A trigger analysis is performed on the tangible fixed assets every year. As no triggers were identified in 2024 an impairment test was not necessary and there was no reason to depreciate the tangible fixed assets. The divestment involves the solar panels that were taken out of operation in 2024.

In 2017 RAI Amsterdam renewed its long-term land lease retroactively from 1 November 2016. The paid land lease until 2066 amounts to €2,761,380 (2023: €2,827,389). The paid land lease is depreciated over the entire canon period until 2066. Divestments are related to fixed assets that are no longer used.
Desinvesteringen hebben betrekking op activa die buiten gebruik zijn gesteld. 

The financial fixed assets refer to a capital interest in Stadion Amsterdam CV of 1/9 share of the limited capital. The valuation of this capital interest is valued at the acquisition price or current value if lower.

The trade receivables include, among other items, receivables for future events to an amount of €10,287,168 (2023: €9,790,818).

The other receivables include, among other items, yet to be billed invoices to an amount of €3,910,816 (2023: €2,784,367) and an accounts receivable relating to recoverable VAT of €1,950,348 (2023: €1,726,054).

The accrued assets include, among other items, invoices received for costs in the new book year to the amount of €2,900,968 (2023: €1,943,592) and involves paid personnel costs and other costs for future events to an amount of €6,198,196 (2023: €5,603,671) of which a sum of €701,967 applies to exhibitions longer than one reporting period (2023: €172,570).

The deferred tax asset is €586,626 (2023: €258,775) and involves a carry forward loss for a subsidiary established in 2024 and a commercial tax difference in the provision for losses and the valuation of the participating interest in Stadion Amsterdam CV.

For an explanation of the changes in the shareholder equity in 2024 and 2023 see the notes on the company annual accounts of RAI Holding BV (section 4.1.2.).

The other provisions mainly involve a provision for long-service payments and other personnel-related provisions. The above provisions are primarily of a long-term nature.

Based on the deferral of payments related to the pandemic, RAI Amsterdam has opted to repay the tax debt in 60 monthly instalments until 1 October 2027 (interest rate 4%).

RAI Holding was refinanced in 2020. After the financing trajectory, a financing agreement with three banks – ING Bank NV, Deutsche Bank AG and Coöperatieve Rabobank UA – was concluded in April 2020. Each bank has provided one third of the loan.

The credit agreement consists of:

• An overdraft facility to an amount of €30 million referred to as credit facility in the NIBOV segment 1.1.8;
• Long-term loans with a total scope of €60 million.

The interest on the loans is Euribor with a margin of 1.5%. 

In the years 2020 to 2022 RAI Amsterdam entered into an interest swap contract with the aforementioned banks to the tune of €28.5 million. Based on this interest swap, RAI Holding BV pays an interest rate of -0.46% (excluding margin). It is paying an interest rate of 1.58% (excluding margin) from April 2024 to March 2026.

The business premises at Europaplein have been mortgaged as security for the repayment of the long-term debts and current account.

A credit agreement to finance solar panels was made with the Amsterdam Investment Fund of the Municipality of Amsterdam in 2014. This consists of a loan of €0.1 million for the period until 5 March 2029. The loan will be repaid at the latest by 5 March 2029 and the interest rate is 0%.

The other long-term liabilities concern a lump-sum payment received in 1988 from the Municipality of Amsterdam for the operating losses of the convention centre in the period until 2038. This lump-sum payment was acquired in the past at an interest rate of 7.46% and is mainly of a long-term nature. The release benefits the operational costs. The annual interest increase is at the expense of the financial revenue and expenditure.

Of the long-term liabilities, a total of €4.8 million has a term of over five years.

The accrued liabilities largely consist of receivable invoices for incurred costs of €13,750,282 (2023: €13,058,276) and accrued liabilities related to personnel of €5,631,611 (2023: €4,178,942).

The sums invoiced in advance include an amount of €1,316,923 which applies to exhibitions that take place after one reporting period (2023: €487,956).

1. Since the start of 2020 RAI Amsterdam has had the parking facility of the nhow Amsterdam RAI hotel available. The rental contract started as soon as the garage was completed and has a term of 20 years. The rent for 2024 is €806,532 (2023: €771,664) a year and will be indexed annually. The total contractual obligation is €12,097,987 (2023: €12,472,442) of which €806,532 (2023: €779,528) is due within one year, and €4,032,662 (2023: €3,897,638) is due within five years. The remainder involves the period from 2029 to 2039.
2. There were bank guarantees issued to an amount of €219,975 (2023: €219,975).
   
3. There are operational lease obligations for 25 (2023: 21) cars. At the end of the financial year the contractual commitments totalled €658,771 (2023: €409,481), of which €245,316 is due within one year. The remainder is due within five years.
   
4. A total of €395,130 (2023: €409,479) in lease payments was made in 2024.
   
5. In 2017 an agreement was reached with the Land Lease and the Land Issuance and Development department of the Municipality of Amsterdam regarding an early amendment to the long-term land lease agreement. This new agreement has a term of 50 years until 30 October 2066. The available part of the capitalised acquired long-term land lease as of 1 November 2016 will be depreciated over the new term of 50 years. The total liability for long-term land lease (until 2066) is €13,306,465 of which €316,821 is due within one year, and €1,584,103 is due within five years. The remaining sum involves the period from 2030 to 2066. The amounts due are indexed annually.
   
6. RAI Holding BV is the leading company of a group that is treated as a single entity for corporation tax purposes. The other members of the group are RAI Amsterdam BV, RAI Real Estate BV, RAI Markets BV, RAI Energy BV and Arfora BV. Each company is severally liable for the liabilities of the fiscal entity.
   
7. RAI has a credit facility of €30 million which, as was the case in 2023, had not been used on the balance sheet date.
   

The risks associated with the financial instruments are clarified below.

Credit risk
Exposure is constantly monitored and acted upon in order to manage the credit risk. There was no major concentration of credit risks at the end of the financial year. Credit risks relate to debtors and other short-term receivables. Sufficient provisions were included accordingly.

Currency risk
There are no substantial currency risks as the operational cash flows and financing activities mainly take place in euro.

Interest risk

Interest risks mainly concern long-term loans. RAI Amsterdam BV has interest rate swap contracts to cover interest risks. In order to fix the interest rates, interest rate swaps were concluded in 2020 for the period until March 2024 amounting to €22.5 million at the end of 2024. RAI Amsterdam BV pays an interest rate of -0.46% on the interest swap with ING Bank NV, Deutsche Bank AG and Coöperatieve Rabobank UA. The amounts covered by the interest swaps are smaller than or equal to the outstanding principle of the loans from ING Bank NV, Deutsche Bank A. and Coöperatieve Rabobank UA. 

In 2022 interest swaps were concluded with the aforementioned financers due to the extension of the financing agreement. Since April 2024 RAI Holding has paid a fixed interest rate of 1.58% excluding margin over a sum of €24 million.

On 31 December 2024 the interest swaps had a fair value of €263,312 (2023: €647,270).

The nominal value will be reduced to zero over the remaining interest swap period (until 2026).

A variable interest rate of three months Euribor plus an individual surcharge is paid on the bank overdrafts.

The salary (including benefits) paid to (two) Board members totalled €1,253,839 (2023: €1,050,900).

The salary paid to Supervisory Board members (an average of five) amounted to €170,748 (2023: €157,439 for average of five).

Accountancy costs
In accordance with Article 382a Book 2 of the Netherlands Civil Code, an amount of €170,000 (2023: €199,970) due to Deloitte Accountants BV in the book year, of which €150,000 (2023: €130,200) relates to the annual audit and €20,000 to other audit assignments.

The interest costs and similar expenses such as financing costs consist of €2,028,471 in owed interest and €72,479 in costs from exchange rate results and similar results.

The effective taxation rate over 2024 was 14.7% (2023: 29.5%) which is lower than the generally applicable tax rate in the Netherlands. The reason for the difference lies in the release of the fiscal tax maintenance provision. In 2022 RAI Amsterdam met with the inspector of direct taxes to establish a tax maintenance provision for book year 2017 in which changes have been made from the commercial qualifications within the applicable tax legislation, regulations and jurisprudence. In accordance with the agreements, this tax maintenance provision was released in 2024 in favour of taxes. 

The effective tax burden can be specified as follows.

The company profit and loss account has been drawn up in accordance with Article 402 of Book 2 of the Netherlands Civil Code.

The financial data of RAI Holding BV is included in the consolidated annual account. As a result, the profit and loss account of RAI Holding BV only states the share in profits after taxation of participating interests and the other result after taxes, in accordance with Article 402 of Book 9 of the Netherlands Civil Code.

The company owns 100 percent (unless otherwise stated) of the shares in the following participations: RAI Amsterdam BV, Amsterdam (CoC 34192575); RAI Amsterdam BV, Amsterdam (CoC 92449174); RAI Solar Energy BV, Amsterdam; RAI Markets BV, Amsterdam; Arfora BV, Amsterdam.

The results of these group companies include those of the following indirect participations (100%): RAI USA, Inc., Delaware; Rui Ang Exhibition and Convention Co., Ltd., Shanghai.

The authorised capital is €13,650,000, divided into 225,000 ordinary ‘A’ shares and 75,000 ordinary ‘B’ shares, each having a nominal value of €45.50. Of these, 45,000 ‘A’ shares and 15,000 ‘B’ shares have been issued and fully paid up.

No interest applies to receivables from group companies. The debts to group companies also include a claim on group company Arfora. The company balance sheet shows the receivables and debts separately.

Corporate tax is passed on to the subsidiaries if they are independently taxable, and in a similar way to the calculation method at the level of the mother company. As such, no latency or corporate tax benefits are included in the nonconsolidated financial statements.

As was the case in 2023, the holding did not employ any staff in 2024.

Letters of liability in accordance with Article 403 of Book 2 of the Netherlands Civil Code have been issued and deposited for the participating interests in RAI Amsterdam BV, RAI Real Estate BV, RAI Markets BV, RAI Energy BV  and RAI Arfora BV.

Amsterdam, 28 March 2025

Executive Board of RAI Holding BV
P. (Paul) Riemens, CEO
M. (Maurits) van der Sluis, COO

Supervisory Board of RAI Holding BV
O. (Otto) Ambagtsheer, chair
A.M.H. (Annemarie) Macnack-van Gaal, vice-chair
M.P. (Michiel) Boere
W.C.M. (Mariëlle) de Macker
R.J. (René) Takens

None

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