Annual accounts
1.1. Consolidated balance sheet (before proposed appropriation of results)
Consolidated balance sheet
Before proposed appropriation of results, Amounts x €1,000
| Ref. | 2025 | 2024 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Fixed assets | |||||
| Intangible fixed assets | 1.1.1. | 10,247 | 10,406 | ||
| Tangible fixed assets | 1.1.2. | 161,186 | 154,701 | ||
| Financial fixed assets | 1.1.3. | 1,134 | 1,134 | ||
| 172,567 | 166,241 | ||||
| Current assets | |||||
| Stock | 465 | 520 | |||
| Receivables | 1.1.4. | 32,659 | 34,562 | ||
| Securities | 41 | 41 | |||
| Deferred taxes | 381 | 587 | |||
| Cash and Cash Equivalents | 12,346 | 14,163 | |||
| 45,892 | 49,873 | ||||
| 218,459 | 216,113 |
| Ref. | 2025 | 2024 | |||
|---|---|---|---|---|---|
| LIABILITIES | |||||
| Equity Capital | 1.1.5. | ||||
| Subscribed capital | 2,730 | 2,730 | |||
| Share premium | 22,006 | 22,006 | |||
| Statutory reserve for exchange rate differences | -856 | -231 | |||
| Other reserves | 56,527 | 45,440 | |||
| Unappropriated profit | 8,984 | 17,081 | |||
| 89,391 | 87,026 | ||||
| Provisions | 1.1.6. | ||||
| Deferred taxes | - | - | |||
| Other provisions | 711 | 675 | |||
| 711 | 675 | ||||
| Liabilities | |||||
| Long-term liabilities | 1.1.7. | 45,511 | 52,636 | ||
| Short-term liabilities | 1.1.8. | 82,846 | 75,777 | ||
| 218,459 | 216,113 |
2.1. Consolidated profit and loss account
Consolidated profit and loss account
Amounts x €1,000
| Ref. | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Net Sales | 2.1.1. | 172,013 | 185,671 | ||
| Sum of operating revenues | 172,013 | 185,671 | |||
| Outsourced work costs and other external costs | 2.1.2. | 71,867 | 76,283 | ||
| Wages and salaries | 2.1.3. | 29,702 | 28,541 | ||
| Social security contributions | 4,732 | 4,201 | |||
| Pension costs | 1,976 | 2,249 | |||
| Depreciation on intangible and tangible fixed assets | 2.1.4. | 15,713 | 15,631 | ||
| Other operating expenses (including other staff costs) | 2.1.5. | 34,079 | 36,779 | ||
| Sum of Operating Costs | 158,069 | 163,683 | |||
| Operating Result | 13,944 | 21,988 | |||
| Interest income and similar income | - | 116 | |||
| Interest expenses and similar costs | -2,880 | -2,072 | |||
| Sum of financial income and expenses | 2.1.6. | -2,880 | -1,956 | ||
| Result before taxes | 11,063 | 20,032 | |||
| Taxes | 2.1.7. | -2,079 | -2,951 | ||
| Result after taxes | 8,984 | 17,081 |
Consolidated overview of total result
Amounts x €1,000
| 2025 | 2024 | ||||
| Consolidated net result after taxes attributable to the legal entity | 8,984 | 17,081 | |||
| Translation differences foreign participations | -625 | 200 | |||
| Total of the direct changes in the equity capital | -625 | 200 | |||
| Total result of the legal entity | 8,359 | 17,281 |
3.1. Consolidated cash flow statement
Consolidated cash flow statement
Amounts x €1,000
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Operating Cash Flow | |||||
| Operating result | 13,944 | 21,988 | |||
| Adjustments for: | |||||
| Depreciation on intangible and tangible fixed assets | 15,713 | 15,631 | |||
| Changes in provisions | 36 | -1,599 | |||
| 15,749 | 14,032 | ||||
| Changes in stocks and receivables | 2,169 | -5,480 | |||
| Changes in short-term liabilities (excluding bank credit) | -7,563 | 3,940 | |||
| -5,394 | -1,541 | ||||
| Interest paid | -2,466 | -1,542 | |||
| Taxes paid | -3,164 | -3,774 | |||
| -5,630 | -5,316 | ||||
| Total operating cash flow | 18,668 | 29,163 | |||
| Cash Flow from investment activities | |||||
| Investment in tangible fixed assets | -19,706 | -15,302 | |||
| Investment in intangible fixed assets | -2,654 | -3,167 | |||
| Divestment in financial fixed assets | |||||
| Total cash flow from investment activities | -22,360 | -18,469 | |||
| Cash flow from financing activities | |||||
| Dividend payment | -6,000 | -6,800 | |||
| Change in debts to credit institutions | 7,875 | -8,813 | |||
| Repayment long-term liabilities in financial year | |||||
| Total cash flow from financing activities | 1,875 | -15,613 | |||
| Changes in cash and bank credit | -1,817 | -4,919 | |||
| Cash and bank credit as at 1 January | 14,163 | 19,083 | |||
| Cash and bank credit as at 31 December | 12,346 | 14,163 |
General
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.
Activities
RAI Holding BV is a holding company. Its main activities are accommodating RAI Amsterdam’s own events and providing facilities to third parties for exhibitions, conferences, corporate events, theatre productions and niche events.
Continuity
These financial statements have been prepared assuming the going concern principle. A new credit agreement was concluded in April 2026. For the contents, we refer to the notes in this report, section 1.1.7.
General principles for valuation
The financial statements were drawn up in accordance with the generally accepted principles for financial reporting in the Netherlands and meet the legal provisions regarding the financial statements recorded in Title 9, Book 2 of the Netherlands Civil Code (BW). The principles for the valuation of assets and liabilities were applied consistently during the previous and current year. The principles for valuation and result determination apply to both the consolidated and company financial statements.
Shareholder structure
RAI Association has a 75% interest in RAI Holding B.V. The remaining 25 percent of the shares are held by the City of Amsterdam.
Principles of consolidation
The financial data of RAI Holding BV and all its group companies is consolidated. Group companies are participations over which RAI Holding BV has decisive control. The other participating interests are not consolidated.
The financial information of companies acquired during the year under review is consolidated from the moment that RAI Holding BV acquires decisive control over the companies concerned until the moment this control is terminated. Transactions between companies that are consolidated are eliminated.
In 2023 it was decided to change the legal structure of RAI Amsterdam. The objective was twofold: Prepare RAI Amsterdam for the planned development of the area around the RAI location at the Europaplein and to place a number of its own exhibition activities in separate entities. The structure change was initiated in 2023 and finalised in 2024.
The real estate, own exhibition titles and the daily operations of the Convention Centre have been placed in separate legal entities. These activities previously all took place under one company. The first division took place on 28 December 2023, with the establishment of RAI Markets BV, with CoC number 92449166, and RAI Amsterdam BV, with CoC number 92449174. In this framework, all activities related to the organisation of RAI titles were transferred by universal title to RAI Markets BV and all activities related to the daily operations of
the Convention Centre were transferred by universal title to the newly established RAI Amsterdam
B.V. The real estate remained in the company with CoC number 34192575, renamed RAI Real Estate BV in 2024.
To place a number of our own exhibition activities into separate entities, a second division took place on 5 March 2024, where the following companies of RAI Markets were split off: RAI Cleaning Technology BV, RAI Horticulture BV, RAI Marine Technology BV, RAI Mobility BV and RAI Water Technology BV.
RAI Holding B.V. owns 100% of the shares in the following participations: RAI Real Estate B.V. , RAI Amsterdam B.V,. RAI Solar Energy B.V., RAI Markets B.V. and Arfora B.V. These participations are all located in Amsterdam. The results of these group companies include those of the following indirect participations (100%): RAI Cleaning Technology B.V., Amsterdam; RAI Horticulture B.V., Amsterdam; RAI Marine Technology B.V., Amsterdam; RAI Mobility B.V., Amsterdam; and RAI Water Technology B.V., Amsterdam; RAI USA, Inc., with registered office in Delaware; Rui Ang Exhibition and Convention Co., Ltd., with registered office in Shanghai. In addition, the results of the following indirect participations (50%) were included: IBEX LLC, with registered office in Maine USA, E.J. Krause RAI Events LLC, with registered office in Delaware USA.
Functional currency
The items in the financial statements of the group companies are valued in accordance with the currency of the economic environment in which the group company mainly performs its activities (the functional currency). The consolidated financial statements were drawn up in euros; the functional and presentation currency of RAI Holding BV.
Transactions, receivables and liabilities
Transactions in foreign currencies are converted at the exchange rates at the transaction date.
Monetary assets and liabilities are converted into the functional currency at the exchange rates on the balance sheet date. The resulting exchange differences are included in the profit and loss account, unless hedge accounting is applied.
Non-monetary assets that are valued in a foreign currency at acquisition cost are converted at the exchange rates valid at the transaction date.
Non-monetary assets valued in a foreign currency at the current value are converted at the exchange rates which applied at the time the current value was determined.
Conversion differences in long-term inter-group loans that are actually an expansion or reduction of the net investment of foreign participations will be credited or charged directly to the equity in the statutory reserve for exchange differences.
If loans were entered into in a foreign currency to finance or cover the net investment in a foreign participation, the exchange rate differences resulting from the loan will be processed in the statutory reserve for exchange differences insofar as the loan is effective as coverage for the exchange differences on the net investment in the foreign participation.
The assets and liabilities of the participations included in the consolidation at a functional currency that is different than the presentation currency will be converted at the exchange rates on the balance sheet date. The profits and losses are converted at the exchange rates at the transaction date. The resulting conversion differences will be credited or charged directly to the equity in the statutory reserve for exchange differences.
Use of estimates
The management of RAI Holding BV shall make certain estimates and suppositions in accordance with the generally accepted principles of financial reporting in order to help determine the included figures when drawing up the financial statements. The factual results may deviate from these estimates.
The estimates and underlying assumptions are continuously assessed. Revisions of estimates are included in the period during which the estimate is revised and in future periods affected by the revision.
Financial instruments
Financial instruments include both primary financial tools such as receivables or debts, and financial derivatives. Please refer to the notes to each balance sheet item for the principles of the primary financial instruments.
RAI Holding BV applies hedge accounting based on documentation for each individual hedge relationship, and documents how the hedge relations fit in with the goals of the risk management, hedge strategy and expectations regarding the effectiveness of the hedge.
The effective part of the financial derivatives assigned to cost-price hedge-accounting is measured at cost value while the ineffective part is measured at fair value. The valuation changes of the fair value of the ineffective part are immediately processed in the profit and loss account.
Accounting principles for the valuation of assets and liabilities
Assets and liabilities are generally valued at acquisition or manufacturing price. When no specific valuation principle is stated, valuation takes place at the acquisition price.
Intangible fixed assets
Externally acquired exhibition titles (goodwill paid) are valued at cost price or market value if lower, and are amortised 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 amortised over its economic life, which is assumed to be ten years at most. Operating rights are valued at acquisition price and amortised 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 impairments.
Maintenance costs for buildings owned are immediately charged to the results, or capitalised and depreciated if the capitalisation criteria allow it. The depreciation calculation takes the residual value into account. This residual value 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.
Impairments of fixed assets
An evaluation is made each year to check for any indications of intangible, tangible or financial fixed assets being subject to impairments. Impairments apply when the balance sheet value of the asset is higher than its realisable value. In case of impairment, the relevant asset is devalued to the realisable value. The loss is immediately processed as an expense in the profit and loss account.
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 deemed necessary 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.
Stocks
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 stock exchange value. 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 were employed before 1 January 2013 are subject to a pension scheme that qualifies as a defined pension scheme, 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. The company’s 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 and have an expected term of a maximum of one year. A provision is included for bonus schemes and participations based on the relevant performance schemes. In addition, a provision is included for contractual agreements made with employees.
(Deferred) corporate income 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 corporate income tax deferral or asset, respectively. Deferred claims for corporate income tax on account of tax-deductible losses are valued at the known future tax rate on the balance sheet date to the extent it can reasonably be expected that they are realisable.
RAI Holding BV is the leading company of a group that is treated as a single entity for corporate income tax purposes, that includes the following companies: RAI Amsterdam B.V., RAI Real Estate B.V., RAI Markets B.V., RAI Solar Energy B.V. and Arfora B.V.
Principles for determination of results
Revenue recognition
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 taxes. 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 also only recognised 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 financial statements were drawn up.
For participations in which a controlling influence can be exercised, full consolidation of revenues and costs takes place. For participation interests in which no controlling influence can be exercised, the results that are attributable to RAI Holding B.V. are taken into account.
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 is attributable 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 amortisation 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.
Corporate Income Tax
Taxes are calculated on the commercial result before taxes, taking into account tax facilities. The change in the provision for deferred corporate income 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.
Notes to the consolidated balance sheet as at 31 December 2025
1.1.1. Intangible fixed assets
Intangible fixed assets
Amounts x €1,000
| Exhibition titles | Software | Other | Work in progress |
Total | |
|---|---|---|---|---|---|
| Acquisition value as at 1-1-2025 | 6,864 | 19,557 | 1,684 | 1,024 | 29,129 |
| Finished work in progress | - | 1,452 | - | -1,452 | - |
| Acquisitions | - | 381 | - | 2,274 | 2,654 |
| Exchange rate differences | -748 | - | - | -748 | |
| Divestments | - | - | - | - | - |
| Acquisition value as at 31-12-2025 | 6,116 | 21,389 | 1,684 | 1,846 | 31,035 |
| Depreciation and amortisation as at 1-1-2025 | 3,895 | 13,232 | 1,596 | - | 18,723 |
| Depreciation | 402 | 2,036 | 53 | - | 2,491 |
| Exchange rate differences | -426 | - | - | - | -426 |
| Divestments | - | - | - | - | - |
| Depreciation and amortisation as at 31-12-2025 | 3,871 | 15,268 | 1,649 | - | 20,788 |
| Book value as at 1-1-2025 | 2,969 | 6,325 | 88 | 1,024 | 10,406 |
| Book value as at 31-12-2025 | 2,245 | 6,121 | 35 | 1,846 | 10,247 |
Investments in exhibition titles (goodwill paid) are amortised 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 amortise the externally acquired titles. Software is amortised 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 amortised until the year 2026. Divestments are related to assets that are no longer used. Work in progress concerns investments in software for projects that have not yet been taken into use.
1.1.2. Tangible fixed assets
Tangible fixed assets
Amounts x €1,000
| Buildings, installations and land |
Inventory | Work in progress |
Total | |
|---|---|---|---|---|
| Acquisition value as at 1-1-2025 | 401,047 | 34,558 | 3,943 | 439,547 |
| Investments | 14,946 | 2,378 | 2,382 | 19,706 |
| Finished work in progress | 1,519 | 439 | -1,958 | -0 |
| Divestments | 0 | -24 | - | -24 |
| Acquisition value as at 31-12-2025 | 417,511 | 37,352 | 4,367 | 459,230 |
| Depreciation and amortisation as at 1-1-2025 | 254,437 | 30,409 | - | 284,846 |
| Depreciation | 11,771 | 1,451 | - | 13,222 |
| Divestments | -0 | -24 | - | -24 |
| Depreciation and amortisation as at 31-12-2025 | 266,208 | 31,836 | - | 298,044 |
| Book value as at 1-1-2025 | 146,609 | 4,149 | 3,943 | 154,701 |
| Book value as at 31-12-2025 | 151,304 | 5,515 | 4,367 | 161,186 |
Buildings and land are depreciated over a period of 5 to 50 years, the Convention Centre over a period of 20 years, and installations over a period of 10 to 20 years. The other fixed assets are depreciated over a period of 5 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.
In 2017, the long-term land lease agreement was renewed retroactively from 1 November 2016. The paid land lease until 2066 amounts to €2,695,374 (2024: €2,761,380). The paid land lease is depreciated over the entire canon period until 2066.
Divestments are related to assets that are no longer used.
1.1.3. Financial fixed assets
Financial fixed assets
Amounts x €1,000
| Total | |
|---|---|
| As at 1-1-2025 | 1,134 |
| Other changes | - |
| As at 31-12-2025 | 1,134 |
The financial fixed assets refer to a capital interest in Stadion Amsterdam CV of 1/9 share of the limited partnership capital. The valuation of this capital interest is valued at the acquisition price or current value if lower.
1.1.4. Current assets, receivables
Current assets, receivables
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Trade receivables | 18,737 | 21,369 |
| Provision for doubtful debts | -2,777 | -3,317 |
| 15,960 | 18,052 | |
| 265 | - | |
| Other receivables | 6,264 | 7,108 |
| Accrued assets | 10,170 | 9,402 |
| 32,659 | 34,562 |
The trade receivables include, among other items, receivables for future events to an amount of
€11,525,284 (2024: €10,287,168).
The other receivables include, among other items, yet to be billed invoices to an amount of €2,880,735 (2024: €3,910,816), corporate income tax receivable €1,258,327 (2024: €-1,151,364) and accounts receivable relating to recoverable VAT of €612,5387 (2024: €1,950,348).
The accrued assets include, among other items, invoices received for costs in the new financial year to the amount of €476,688 (2024: €2,900,968) and involves personnel costs and other costs for future exhibitions incurred to an amount of €7,433,681 (2024: €6,198,196) of which a sum of €582,115 applies to exhibitions longer than one reporting period (2024: €701,967).
The deferred tax asset is €380,786 (2024: €586,626) 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.
1.1.5. Group Equity
For an explanation of the changes in the shareholder equity in 2025 and 2024, see the notes on the company financial statements of RAI Holding B.V. (see 4.1.2.).
1.1.6. Provisions
Provisions
Amounts x €1,000
| Deferred taxes | Other | Total | |
|---|---|---|---|
| As at 1-1-2025 | - | 675 | 675 |
| Allocation | 142 | 142 | |
| Withdrawal | - | -106 | -106 |
| As at 31-12-2025 | - | 711 | 711 |
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.
1.1.7. Long-term liabilities
Long-term liabilities
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Loans Deutsche Bank AG | 13,333 | 13,667 |
| Loan Coöperatieve Rabobank U.A. | 13,333 | 13,667 |
| Loan ING Bank | 13,333 | 13,667 |
| Loan Klimaatfonds Amsterdam | 100 | 100 |
| Deferred taxes | - | 5,831 |
| Other liabilities | 5,411 | 5,705 |
| 45,511 | 52,636 |
Overview of long-term loans
As at 31 December 2025, Amounts x €1,000
| Sum beginning financial year | Withdrawal in financial year | Payment in financial year |
Amount remaining |
|
|---|---|---|---|---|
| Loan Deutsche Bank AG | 15,000 | 1,333 | 13,667 | |
| Loan Coöperatieve Rabobank U.A. | 15,000 | 1,333 | 13,667 | |
| Loan ING Bank N.V. | 15,000 | 1,333 | 13,667 | |
| Loan Klimaatfonds Amsterdam | 100 | - | 100 | |
| Deferred taxes | 10,046 | 10,046 | - | |
| Other liabilities | 6,483 | 316 | 6,189 | |
| 61,629 | 14,362 | 47,289 | ||
| Less: short-term part long-term liabilities | 8,993 | 1,778 | ||
| 52,636 | 45,511 |
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%). In 2025, the amount subject to deferred payment was fully repaid.
In 2020, RAI Holding was refinanced. 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 1/3 of the loan. This financing matures in April 2026.
The credit agreement consisted of:
- An overdraft facility to an amount of €30 million
- Long-term loans with a total volume of €60 million.
The interest on the loans is Euribor with a margin of 1.5%.
In 2026, RAI Holding was refinanced as planned. After a financing trajectory, a financing agreement with three banks – ING Bank NV, Deutsche Bank AG and Coöperatieve Rabobank UA, was concluded early 2026, where each one provided 1/3 of the funds.
The financing agreement has a term of 2 years, with an option of a 1-year extension, and consists of:
- An overdraft facility to an amount of €90 million, this facility has a long-term character;
- Accordion facility is €20 million.
The interest on the loans is Euribor with a margin of 1.2%.
Because of the intention at balance sheet date, and refinancing at the same banks before the preparation of the financial statement, combined with the fact that the facility cannot be terminated by the financier within 12 months, the loan has been classified as long-term.
The interest swaps concluded in 2020 until 2022 mature in April 2026.
The business premises at the Europaplein have been mortgaged as security for the repayment of the long-term liabilities and the overdraft facility.
A credit agreement to finance solar panels was concluded with the Amsterdam Investment Fund of the City of Amsterdam in 2014. The credit agreement consists of a loan of €0.1 million and matures on 5 March 2029. The loan will be repaid at the latest on 5 March 2029 and the interest rate is 0%.
The other long-term liabilities concern a lump-sum payment received in 1988 from the City of Amsterdam for the operating losses of the Convention centre in the period until 2038. This lump-sum payment has an interest rate of 7.46%. This lump-sum payment is mainly of a long-term nature. The release benefits the operational costs. The annual interest increase is at the expense of the financial income and expenses.
Of the long-term liabilities, a total of €4.4 million has a term of over 5 years.
1.1.8. Short-term liabilities
Short-term liabilities
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Debts to credit institutions | 15,000 | - |
| Short-term part long-term loans | 1,778 | 8,993 |
| Pre-charged amounts | 41,679 | 29,694 |
| Debts to suppliers | 7,138 | 13,612 |
| Debts to shareholders | 455 | - |
| Corporate Income Tax | - | 1,151 |
| Other taxes and social security contributions | 1,228 | 1,393 |
| Accrued liabilities | 15,568 | 20,933 |
| 82,846 | 75,777 |
The accrued liabilities largely consist of receivable invoices for incurred costs for an amount of €9,338,931 (2024: €13,750,282) and accrued liabilities related to personnel for an amount of €4,873,023 (2024: €5,631,611).
The pre-charged amounts include an amount of €1,303,147 which applies to exhibitions that take place after one reporting period (2024: €1,316,923).
Rights and obligations not included in the balance sheet
- Since the start of 2020, the RAI can dispose of the parking garage of the NHOW hotel. The rental contract started as soon as the garage was completed in 2020 and has a term of 20 years. The rent for the year 2026 is €835,600 (2024: €806,532) and is indexed annually. The total contractual obligation is €11,698,400 (2024: €12,097,987). Of which €835,600 (2024: €806,532) is due within one year, an amount of €4,178,000 (2024: €4,032,662) is due within 5 years. The remaining part involves the period from 2030 to 2039.
- Bank guarantees were issued for an amount of €219,975 (2024: €219,975).
- Operational lease commitments were entered for 22 (2024: 25) cars. At the end of the year, the total contractual obligations amounted €802,061 (2024: €658,771), of which €314,915 is due within one year. The remaining part is due within 5 years.
- In 2025 a total of €447,270 (2024: €395,130) in lease payments was made.
- In 2017, an agreement was reached with the Land Lease and the Land Issuance and Development department of the City 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 €13,275,417 of which €323,790.66 is due within one year, and €1,618,953.30 is due within 5 years. The remaining part involves the period from 2030 to 2066. The amounts due are indexed annually.
- RAI Holding BV is the leading company of a group that is treated as a single entity for corporation tax purposes, including the following companies: RAI Amsterdam B.V., RAI Real Estate B.V., RAI Markets B.V., RAI Horticulture B.V., RAI Marine Technology B.V., RAI Cleaning Technology B.V., RAI Mobility B.V., RAI Water Technology B.V., RAI Energy B.V. and Arfora B.V. Each company is jointly and severally liable for the liabilities of the fiscal entity.
- RAI has a credit facility of €30 million which, as was the case in 2023, had not been used on the balance sheet date (2024: nil).
Financial instruments
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 euros.
Interest risk
Interest risks mainly concern long-term loans. RAI Amsterdam BV has concluded interest rate swap contracts to cover interest risks.
The amounts covered by the interest swaps are less than or equal the outstanding principal amount of the loans from ING Bank. N.V., Deutsche Bank A.G. and Coöperatieve Rabobank U.A. and amount in total €21 million at the balance sheet date.
As of 31 December 2025, the interest rate swaps have a fair value of €23,411 (2024: €263,312).
The face value will decline to zero over the remaining term of the interest rate swaps (to March 2026).
On the debts to credit institutions, a variable interest rate of 3-month Euribor plus an individual margin is paid.
Notes to the consolidated profit and loss account 2025
2.1.1. Turnover
Turnover
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| By geographical regions | ||
| Netherlands | 163,142 | 176,927 |
| Other countries | 8,871 | 8,743 |
| 172,013 | 185,671 | |
| By activities | ||
| Accommodation rental | 29,015 | 29,915 |
| Exhibitions and events | 30,378 | 42,967 |
| Catering | 28,152 | 25,845 |
| Hotel commissions | 3,127 | 3,824 |
| Parking | 9,975 | 9,902 |
| Facility Services | 21,099 | 20,680 |
| Furnishing | 25,948 | 27,694 |
| Property-related rental | 14,852 | 16,106 |
| Other | 9,467 | 8,738 |
| 172,013 | 185,671 |
2.1.2. Outsourced work costs and other external costs
Outsourced work costs and other external costs
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Accommodation | 2,574 | 1,896 |
| Catering | 15,534 | 14,811 |
| Costs temporary staff | 19,580 | 20,413 |
| Marketing expenses | 2,040 | 2,231 |
| Organisation expenses | 2,740 | 4,045 |
| Safety & Security costs | 4,932 | 5,317 |
| Facility | 20,097 | 22,416 |
| Other | 4,371 | 5,155 |
| 71,867 | 76,283 |
2.1.3. Staff costs
RAI has two pension schemes in its working conditions:
- Premium pension scheme (the standard from 2013)
- Defined benefit plan based on average pay (for employees employed prior to 2013)
The average pay is a conditional indexed average in which indexation occurs under specific conditions.
The reservations for 2025 were processed in the results.
The remuneration (including benefits) paid to (2) directors amounted €1,092,227 (in 2024:
€1,253,839).
The remuneration of supervisory directors (5 on average) amounted €174,611.02 (in 2024: €170,748 (5 on average)).
Average number of employees
In FTEs, working for the group
| 2025 | 2024 | |
|---|---|---|
| In the Netherlands | 382 | 368 |
| Abroad | 31 | 33 |
| Total average number of employees | 413 | 401 |
Personnel, by discipline
Percentage / FTEs (at year-end)
| 2025 | 2024 | |
|---|---|---|
| Commercial | 44% | 49% |
| Operational | 37% | 32% |
| Financial/management | 19% | 19% |
| Total | 100% | 100% |
2.1.4. Depreciation on intangible and tangible fixed assets
The depreciation on intangible and tangible fixed assets consists of €15.7 million of regular depreciations and no accounting losses on divested tangible fixed assets.
2.1.5. Other operating costs
Other operating costs
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Consulting fees | 4,282 | 4,124 |
| Automation | 5,576 | 5,310 |
| Office cost | 1,411 | 1,506 |
| Building and Housing | 9,616 | 9,907 |
| Marketing | 1,131 | 1,330 |
| Other costs | -356 | -452 |
| Maintenance | 6,059 | 8,129 |
| Temporary staff | 3,053 | 3,016 |
| Other staff costs | 2,605 | 3,107 |
| Travel and representation expenses | 701 | 802 |
| 34,079 | 36,779 |
Audit fees
The amount due to Deloitte Accountants B.V. paid by the company in the financial year in accordance with Article 382a Book 2 of the Netherlands Civil Code was €166,057 (2024: €170,000). Of which €160,000 (2024: €150,000) relates to the annual audit and €6,057 to other audit assignments.
2.1.6. Interest income/expenses and similar revenues/expenses
Interest income/expenses and similar revenues/expenses
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Interest income and similar income | - | 116 |
| Interest expenses and similar costs | -2,880 | -2,072 |
| Interest expenses and similar costs in the profit and loss account | -2,880 | -1,956 |
The interest expenses and similar costs, like financing costs, consists of €2,028,471 for interest payable and of €72,479 for exchange rate results and similar results.
2.1.7. Taxes
Taxes
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Deferred corporate income tax | -206 | 1,637 |
| current corporate income tax current financial year | -1,982 | -5,168 |
| Other | 109 | 580 |
| Taxation charge in the profit and loss account | -2,079 | -2,951 |
The effective taxation rate over 2025 was 18.8% (2024: 14.7%), which is lower than the generally applicable tax rate in the Netherlands. The reason for the difference lies in the difference between tax and commercial treatment of tangible fixed assets. The effective taxation rate can be specified as follows.
Taxes, specification
Amounts x €1,000
| % | 2025 | % | 2024 | |
|---|---|---|---|---|
| Result before taxes | 11,063 | 20,032 | ||
| Taxation rate based on Dutch nominal rate | 25.8% | 2,855 | 25.8% | 5,168 |
| Permanent differences | 0.2% | 18 | -0.2% | -31 |
| Changes deferred tax assets related to property valuation | -5.4% | -592 | 0.6% | 113 |
| Changes in deferred tax due to tax maintenance provision | 0.0% | 0 | -8.6% | -1,719 |
| Deferred tax income (expense) from previous financial years | -1.0% | -109 | 0.3% | 0 |
| Tax on non-local activities | -0.7% | -82 | -2.0% | -404 |
| Other | -0.1% | -11 | -0.9% | -176 |
| 18.80% | 2,079 | 14.7% | 2,951 |
4.1. Company balance sheet (before proposed appropriation of results)
Company balance sheet
Before proposed appropriation of results, Amounts x €1,000
| ASSETS | ref. | 2025 | 2024 | ||
|---|---|---|---|---|---|
| Fixed assets | |||||
| Financial fixed assets | 4.1.1. | 104,407 | 96,043 | ||
| Receivables from group companies | 4.1.3. | 1,134 | 1,134 | ||
| 105,541 | 97,177 | ||||
| LIABILITIES | |||||
| Equity Capital | 4.1.2. | ||||
| Subscribed capital | 2,730 | 2,730 | |||
| Share premium | 22,006 | 22,006 | |||
| Statutory reserve for exchange rate differences | -856 | -231 | |||
| Other reserves | 56,527 | 45,440 | |||
| Unappropriated profit | 8,984 | 17,081 | |||
| 89,391 | 87,026 | ||||
| Liabilities | |||||
| Debts to group companies | 4.1.3. | 16,150 | 10,150 | ||
| 105,541 | 97,177 |
5.1. Company profit and loss account
Company profit and loss account
Amounts x €1,000
| 2025 | 2024 | |
|---|---|---|
| Company result after taxes | - | - |
| Result of participations after taxes | 8,984 | 17,081 |
| Net result | 8,984 | 17,081 |
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.
Notes to the company balance sheet as at 31 December 2025
4.1.1. Financial fixed assets
Financial fixed assets
Amounts x €1,000
| Participation in group companies |
|
|---|---|
| As at 1-1-2025 | 96,048 |
| Statutory reserve for exchange rate differences | -625 |
| Other movements | - |
| Result | 8,984 |
| As at 31-12-2025 | 104,407 |
The company owns 100% of the shares in the following participations: RAI Real Estate B.V., Amsterdam (CoC 34192575); RAI Amsterdam BV, Amsterdam (CoC 92449174); RAI Energy B.V., Amsterdam; RAI Markets B.V., Amsterdam; Arfora B.V., Amsterdam.
The results of these group companies include those of the following indirect participations (100%): RAI Cleaning Technology B.V., Amsterdam; RAI Horticulture B.V., Amsterdam; RAI Marine Technology B.V., Amsterdam; RAI Mobility B.V., Amsterdam; en RAI Water Technology B.V., Amsterdam; RAI USA, Inc., Delaware; Rui Ang Exhibition and Convention Co., Ltd., Shanghai.
4.1.2. Equity Capital
Equity Capital
Amounts x €1,000
| Share capital | Share premium |
Statutory exchange reserve for exchange rate differences | Other reserves |
Unapprop. profits | Total | |
|---|---|---|---|---|---|---|
| As at 1-1-2024 | 2,730 | 22,006 | -431 | 44,658 | 7,588 | 76,546 |
| Result appropriation | - | - | - | 7,588 | -7,588 | - |
| Statutory reserve for exchange rate differences | - | - | 200 | - | - | 200 |
| Result financial year | - | - | - | - | 17,081 | 17,081 |
| Dividend | - | - | - | -6,800 | - | -6,800 |
| As at 31-12-2024 | 2,730 | 22,006 | -231 | 45,446 | 17,081 | 87,026 |
| As atf 1-1-2025 | 2,730 | 22,006 | -231 | 45,446 | 17,081 | 87,026 |
| Result appropriation | - | - | - | 17,081 | -17,081 | - |
| Statutory reserve for exchange rate differences | - | - | -625 | - | - | (625) |
| Result financial year | - | - | - | - | 8,984 | 8,984 |
| Dividend | - | - | - | -6,000 | - | -6,000 |
| As at 31-12-2025 | 2,730 | 22,006 | (856) | 56,527 | 8,984 | 89,391 |
The share capital amounts to €13,650,000, divided into 225,000 ordinary A shares and 75,000 ordinary B shares, each with a nominal value of €45.50. Of these, 45,000 A shares and 15,000 B shares have been issued and fully paid up.
4.1.3. Receivables from/Debts to group companies
Receivables from/Debts to group companies
Amounts x €1,000
| Debts to group companies | |
|---|---|
| As at 1-1-2025 | 10,150 |
| Dividend payment | 6,000 |
| Dividend | - |
| Other changes | - |
| As at 31-12-2025 | 16,150 |
No interest applies to debts to 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 as if they are independently taxable, equal to the calculation method at the level of the mother company. As such, tax deferrals or corporate income tax benefits are not included in the company financial statements.
Staff
As was the case in 2024, the holding did not employ any staff in 2025.
Rights and obligations not included in the balance sheet
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 B.V., RAI Real Estate B.V., RAI Markets B.V., RAI Energy B.V. and RAI Arfora B.V.
Amsterdam, 23 April 2026
Executive Board of RAI Holding B.V.
P. (Paul) Riemens, CEO
M. (Maurits) van der Sluis, COO
Supervisory Board RAI Holding B.V.
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
Proposed appropriation of results
Proposed appropriation of results
The general meeting of shareholders is proposed to approve a dividend payout of € 6,0 million over 2025. The result after tax over 2025 is included in the unappropriated profit item under equity capital.
Events after balance sheet date
In 2025, RAI Holding was refinanced because of the expiration of the financing as per April 2026. For explanation, we refer to 1.1.7 Long-term liabilities in the Notes to the consolidated balance sheet.
Our majority shareholder RAI Vereniging is conducting a strategic review of its stake in RAI Holding. A process has been initiated to this end, in which a sale of the shareholding is among the options being considered.