Interview with the chair
2025. How does the supervisory board look back?
First and foremost, RAI Amsterdam has had a strong year. The Executive Board and the organisation delivered a solid operating result, for which the Supervisory Board expresses its appreciation. Core business activities performed well, and operational performance remained robust. Overall, the execution of the international growth strategy is progressing well. Expanding across continents requires ongoing focus and commitment, particularly when activities are managed remotely. In short, RAI Amsterdam is performing strongly, providing a stable and resilient foundation for the future. This allowed the Supervisory Board to dedicate significant attention to long-term developments. In that respect, 2025 was a dynamic year, marked by several important strategic initiatives.
You are probably referring to the area development?
Yes, among other things. The area development is a key topic and offers significant opportunities. The RAI and its surrounding area: the RAI Quarter, have traditionally been developed for events. During these events, the area is vibrant and full of social interaction. Outside those moments, however, the site is largely closed off, making it less attractive for the city and its residents.
Given its strategic location, there is strong potential to introduce additional functions and create value throughout the year for a broader range of users. The scale of the RAI site allows for the development of distinct areas, each with its own function, atmosphere and character across various public spaces.
For example, RAI Amsterdam and the City of Amsterdam are exploring developments that combine residential and commercial functions. Together with supporting amenities, this will create a mixed-use urban environment. The Supervisory Board strongly supports unlocking this added value.
Will this not result in constraints for the organisation of events?
The location is ideally suited to an urban, high-density environment and offers significant added value. Europaboulevard is a prime location with excellent accessibility by train, metro, car and other modes of transport. This creates strong opportunities for further development. Something both RAI Amsterdam and the municipality view with great interest.
At the same time, it is essential that RAI Amsterdam retains a leading role in the overall area development. Any densification must not come at the expense of the RAI’s core function. In fact, opportunities arise precisely through a comprehensive, large-scale approach. This development enables the RAI to take a significant step forward in terms of scale, quality and sustainability. It also creates scope for the addition and integration of other functions, unlocking broader social value. At the same time, not everything can be combined — careful choices are required. This is a complex development process in which clear starting points are crucial.
The Supervisory Board plays an active role in this by testing, supporting and contributing to these developments. RAI Amsterdam’s extensive experience in bringing people together and creating meaningful and welcoming environments is highly relevant in shaping the RAI Quarter.
What else characterised the dynamic year and the emerging change?
From a Supervisory Board perspective, the potential evolution of the shareholder structure also required considerable attention. RAI Vereniging, as a shareholder, indicated that it is reassessing its position in RAI Amsterdam. This is a process led by RAI Vereniging, in cooperation with RAI Amsterdam.
At the same time, there is a clear connection between any future shareholder structure and the opportunities to realise the intended area development.
All members of the Supervisory Board were reappointed in 2025, meaning the current composition will continue in the coming period. How do you, as Chair, view your team?
The Supervisory Board is functioning well. We bring together relevant expertise and a strong, diverse mix of backgrounds. There is a high level of commitment, and we are closely involved with the organisation.
Through our experience at RAI Amsterdam and with each other, we have developed into a well-aligned team with a clear understanding of the key issues. Given the current developments, particularly the area development and the potential changes in the shareholder or investor structure, continuity is essential.
For that reason, we proposed extending the term of Supervisory Board members who have already served two terms or more by an additional two years. In times of significant change, maintaining continuity within the Supervisory Board is crucial. We are pleased that our shareholders recognised the importance of this and supported the proposal, even where it deviates from standard policy.
You emphasise the involvement of your fellow supervisory board members. Where do you see that?
In their dedication and commitment, both during meetings and beyond. For example, at a recent major event at the RAI. Moments like that make it tangible what we contribute to: the people, the energy, the interactions.
At such times, I feel a strong sense of involvement and pride in the Supervisory Board, as well as in Paul and Maurits, who take us through the latest developments and innovations. It remains a privilege to support this organisation as part of this team.
Supervisory Board statements
The Supervisory Board hereby presents the Annual Report of RAI Holding B.V. The executive board has composed the annual report. This annual report includes the financial statements for 2025. Deloitte Accountants B.V. has audited the financial statements and added an audit opinion.
Meetings supervisory board and committees
In the reporting year, the supervisory board met four times for an ordinary meeting. Each time, all members of the supervisory boards were present, except for one meeting, which the chair could not attend. Fixed elements that were discussed were (and are) the progress report (which follows both financial and non-financial targets), the business update (which covers the most important issues related to markets, customers and events) and the annual plan. During the reporting year, the reassessment of the strategy, the area development, the shareholder structure, and development, the IT security, the growth abroad, the cost control and the dividend were also discussed. In addition, developments related to the future organisation were also followed. During the subsequent meetings, the minutes of the committees were explained by the members of the committees and, where necessary or desirable, discussed by the supervisory board.
In spring, the supervisory board discussed the multi-annual outlook that also serves as input for the refinancing in 2026.
In the meeting of October, the new Manager IT & Digital, Mrs Zwaaf-Hoogland shared her first experiences and approach. Her priorities are (further) getting the fundamentals in order, including cyber-security, IT structure and the IT team.
Prior to the ordinary meeting in December, the supervisory board was comprehensively informed on the area development RAI Quarter. The consultants of COD and Edge, that support the RAI board on the plan and the meetings with the city council, provided a presentation and explanation and answered questions.
Audit Committee
The audit committee, consisting of Michiel Boere (chair) and René Takens, met five times in the reporting year. It concerned four regular meeting and one additional meeting. At least one director and the financial director attended each meeting, except for the additional meeting, in which the financial director discussed the multi-annual plan with the members of the committee. Among other things, the annual report 2024, the financial statements 2024, the audit opinion 2024, and the audit plan 2025 were discussed. The envisaged reduction of the interest of RAI Vereniging [update March], the current (/expiring) funding (and the submission of the request to offer a new funding), the due diligence conducted by a shareholder in the reporting year and the data room established for this purpose. The budget for 2025 was also
discussed with regard to the area development costs. Other subjects discussed included the investment plans, an anomaly encountered abroad and the closer examination of it, a possible acquisition of an exhibition title, the budget for 2026 and the audit assignment for 2025, the latest including the materiality and reporting threshold. The audit committee has also discussed the process and the development related to compliance and risk management, among other things, during the meeting with the Risk & Compliance Officer.
Remuneration committee, selection and appointments committee
The remuneration committee, selection and appointments committee, both consisting of Mariëlle de Macker (chair) and Annemarie Macnack-van Gaal, met several times in the reporting year, of which two times with the executive board and the HR manager. During these meetings, among other things, the organisation development and culture, the development of the management team, the evaluation with the directors, and the remuneration policy for the executive board were discussed. Diversity and inclusion were also discussed on a regular basis. In the past year, special attention was paid to the reappointments in the supervisory board, the working conditions policy of the company and the activities of the confidants.
A supervisory delegation had two meetings with the works council.
Vision 2030 steering group
The future vision of the RAI is a flourishing RAI in a flourishing environment. The Steering group Vision 2030 discusses all aspects related to this future vision, if required, between representatives of both shareholders, the CEO, the COO, the financial director, the General Counsel, and the members of the supervisory board, Annemarie Macnack-van Gaal (chair of the steering group) and Otto Ambagtsheer. Decision-making occurs within the formal governance structures (in casu, the general meeting, the supervisory board, and the executive board).
Supervisory board composition, reappointments
In the reporting year, all members of the supervisory board were reappointed.
In accordance with the governance policy of the RAI, supervisory directors may serve a maximum of four terms of office: two times four years and then two times two years. Shareholder City of Amsterdam stated that it only supports a third and fourth term of office of a supervisory director (regardless of person), if a need exists to retain the continuity of the supervision. By way of exception, the city council agreed with the broadly accepted reappointment of Mrs De Macker for a third term and Mrs Van Gaal for a fourth term of office. Shareholder RAI Vereniging joined this decision. Although the supervisory board will be reluctant to nominate a supervisory director for a third of fourth term of office of two years, it does not want to exclude this possibility beforehand.
During the general meeting of 24 April 2025, in addition to Mrs De Macker, Mr Ambagtsheer and Mr Boere were also reappointed for their second term of office for a period of four years.
During the extraordinary general meeting of 19 December 2025, in addition to Mrs De Macker, Mr Takens was reappointed. For him, it also concerns a second term of office of four years.
Presentation of annual report
The audit committee discussed the annual report and the financial statements with the board and the independent accountant Deloitte. On 24 April 2026, the annual report and the financial statement for 2025 will be presented to the shareholders with a positive advice from the supervisory board at the general meeting. The supervisory board proposes that the financial statements be confirmed, that the executive board be given discharge for the policy pursued, and that the supervisory board be given discharge for the supervision held.
Amsterdam, 23 April 2026
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