Message from the Supervisory Board

As the Supervisory Board (SB), we fulfil three key roles: we supervise, advise and serve as the employers of Vebego's Board of Directors. In doing so, we adhere to the principles outlined in Vebego Governance, which took effect in January 2024. This governance framework draws inspiration from the Corporate Governance Code, in combination with what is appropriate for the family and the company’s international character.

Supervision

2024 was a challenging year. There was much internal focus on Designing our Future, such as the merger of the Belgian companies, the transformation of Hago Zorg to Vebego Zorgservice, and the further integration of the German companies. In addition, considerable internal attention was devoted to rebranding, establishing common Beliefs & Behaviours and professionalising value creation. At the same time, the companies faced operational challenges. In Germany, for instance, the market for temporary employment has become increasingly challenging. In Switzerland, disappointing results in two core participations had a negative impact. Overall, the Supervisory Board is satisfied with the direction of the company and the results achieved.

Activities of the Supervisory Board

In 2024, the Supervisory Board held five regular meetings with the Board of Directors. Each of these meetings was preceded by a consultation with our SB members (excluding BoD members) and a separate consultation with the BoD chair. At the end of the meeting, a brief evaluation was conducted, sometimes based on our board’s ‘best practices’ as a reference point. In between, we had several online meetings. Together with the Board of Directors, we made a company visit to the Belgian subsidiary, where we visited a customer – also a family business: Reynaers Aluminium.

To gain a better understanding of Vebego's healthcare activities, Assist provided an in-depth session for our board. We also held several sessions with the Board of Directors in the context of both the brand campaign and the development of the new strategy: People at their Best. As part of our supervisory role, we ensured that the new strategy aligns with the framework outlined in the owners’ vision by the certificate holders. We also place strong value on maintaining good relations and sharing information with other bodies in the top structure. Our chair attends the meetings of both the STAK and the depositary receipt holders.

Committees

As of 2024, our board has two committees: the Audit and Risk Committee (ARC) and the Selection and Remuneration Committee (also known as REMCO).

The ARC met three times in 2024. It discussed regular topics, such as financial and operational developments, the course of events surrounding the annual figures, the external audit and the budget. In addition, specific attention was paid to transfer pricing, risk management within Vebego and M&A matters. The ARC consists of Willem Cramer (chair), Leo Brand and – since January 2025 – Ronald Goedmakers. Meetings are held in the presence of the CVO and the Director of Risk & Compliance.

The Selection and Remuneration Committee (REMCO) is a combined committee of the STAK and the SB. In 2024, there were four regular meetings. Among other things, this committee prepares the remuneration and appointment of BoD and SB members, after which decisions are taken by the STAK or the SB. In 2024, the committee devoted a significant portion of its time to understanding the system surrounding the performance and interview cycle with the Board of Directors and then conducting relevant interviews with board members. A start was also made on succession planning for Vebego’s leadership community. As the CVO will be leaving in Q1 2025, the search for a replacement started at the end of 2024. The S&R committee consists of two commissioners – Loes van Rijsoort (chair) and Annette Ottolini – and two STAK directors – Arend Vos and Ton Goedmakers Sr. The latter assumed this role from Ronald Goedmakers, effective January 1, 2025. Where the assessment or remuneration of family members is concerned, the committee member who is also a family member abstains from deliberations and decision-making.

Composition and self-assessment

Our Supervisory Board consists of five members: two women and three men. There is one family member. Jan van Hoek retired from the Supervisory Board on 1 July 2024 after two terms. Ton Goedmakers Sr also left our board on 1 January 2025; his brother Ronald succeeded him on 1 October 2024. In addition, Leo Brand, with expertise in IT and digitalisation, joined the Board on 1 February 2024. Annette Ottolini, who joined the Board on 1 November 2023, took over as chair from 1 January 2024.

The 2024 self-assessment was carried out without external guidance. We individually completed questionnaires on both the functioning of our board as a whole and our functioning as individual Supervisory Board members. The results were recorded in a report, which formed the basis for a joint discussion. As a result, we have made adjustments to our working methods. Our board has agreed to bilateral contacts with the BoD members; we meet informally on a monthly basis to discuss current issues.

Acknowledgements

Our Supervisory Board extends its gratitude to all Vebego colleagues and the Board of Directors for their commitment and dedication. Special thanks and appreciation go to Sirka Hintze, who will leave the Board of Directors in 2025. Under her leadership, the focus was on professionalising the Finance, Risk and IT departments. A Value Creation Dashboard was introduced to facilitate a shift towards better use of comparable data.

We are pleased to present you with the 2024 Annual Report, which has been prepared by the Board of Directors. The 2024 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 us, the members of the Supervisory Board. We are able to endorse the proposal for the appropriation of the profit contained in the financial statements. We recommend that the General Meeting adopts the 2024 financial statements.

Voerendaal, May 20, 2025

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