ER Capital N.V.

ER Capital N.V.

ANNUAL REPORT

2025

Table of Contents

Company Profile

.................................................................................................................................

Letter from the Executive Board

.........................................................................................................

Strategy and Value Creation

...............................................................................................................

Financial Review

.................................................................................................................................

Outlook for Financial Year 2026

.........................................................................................................

Governance

......................................................................................................................................

The Executive Board

.................................................................................................................

Supervisory Board Profile

.........................................................................................................

Report from the Supervisory Board

..........................................................................................

Remuneration report

................................................................................................................

Corporate Governance

.............................................................................................................

Risk Management and Control

.................................................................................................

Statements from the Executive Board

......................................................................................

Investor Relation Information

............................................................................................................

Consolidated statement of comprehensive income

...........................................................................

Consolidated statement of financial position

.....................................................................................

Consolidated cash flow statement

.....................................................................................................

Statement of consolidated changes in equity

.....................................................................................

Statement of consolidated changes in equity

.....................................................................................

Notes to the Consolidated Financial Statements

................................................................................

Significant accounting policies

...........................................................................................................

Financial risk management

................................................................................................................

Notes to the Consolidated statement of comprehensive income

.......................................................

Gross rental income

.............................................................................................................

Property operating expenses

...............................................................................................

Changes in value of investment properties and property rights

..........................................

Administrative costs

.............................................................................................................

Financial income and expenses

............................................................................................

Corporate income tax

...........................................................................................................

Notes to the consolidated balance sheet

..............................................................................................

Intangible fixed assets

..........................................................................................................

Investment properties

..........................................................................................................

Right-of-Use Assets

..............................................................................................................

10.

Financial assets

.....................................................................................................................

11.

Deferred tax assets

...............................................................................................................

12.

Trade and other receivables

.................................................................................................

13.

Cash and cash equivalents

....................................................................................................

14.

Group Equity

........................................................................................................................

15.

Borrowings

...........................................................................................................................

16.

Deferred tax liabilities

..........................................................................................................

17.

Provisions

.............................................................................................................................

18.

Other non-current liabilities

.................................................................................................

19.

Lease liabilities

......................................................................................................................

20.

Current interest bearing loans

.............................................................................................

21.

Other current liabilities

........................................................................................................

22.

Contingent liabilities

.............................................................................................................

23.

Related party transactions

...................................................................................................

24.

Events after the reporting period

.........................................................................................

Company income statement

..................................................................................................................

Company balance sheet

.........................................................................................................................

Notes to the company financial statements

..........................................................................................

25.

Financial fixed assets

............................................................................................................

26.

Trade and other receivables

.................................................................................................

27.

Equity

...................................................................................................................................

28.

Provision for negative equity of subsidiaries

........................................................................

29.

Debt to group companies

.....................................................................................................

Signing of the financial statements

...................................................................................................

Independent auditors report

.................................................................................................................

Company Profile

ER Capital N.V. (“ER Capital” or “the Company”) is an independent public limited liability company

(naamloze vennootschap) incorporated under the laws of the Netherlands and based in Rotterdam.

ER Capital initiates and structures real estate investment funds and propositions, actively manages its

own portfolio of Dutch commercial real estate and (re)develops properties within that portfolio. The

Company primarily focuses on multi-tenant office buildings and light industrial assets in the Netherlands.

Day-to-day operations are carried out by an in-house team and specialised external service providers.

The current legal structure of ER Capital N.V. is the result of a triangular legal demerger (juridische

driehoekssplitsing) completed on 30 June 2025. Under this transaction, all assets and liabilities of ER

Capital N.V. (the former privately held ER Capital N.V.) were transferred by universal succession of title

to three wholly-owned subsidiaries of Titan N.V. Following completion of the demerger, Titan N.V.

changed its statutory name to ER Capital N.V. Titan N.V. has been listed on Euronext Amsterdam since

1997 and continued its listing following the change of its statutory name to ER Capital N.V. on 30 June

2025. The comparative financial information included in this Annual Report reflects the financial position

and results of the predecessor entity, ER Capital N.V. (formerly), which ceased to exist upon completion

of the demerger.

Letter from the Executive Board

Dear reader,

The financial year 2025 marked a year of further development and positioning of ER Capital N.V. as a

listed real estate investment and fund management company. Following the reverse listing on Euronext

Amsterdam and the completion of the legal restructuring, the Company focused in 2025 on integrating

its activities, strengthening its organisational structure and further professionalising its governance and

internal control environment. Furthermore, the Company focused on setting up real estate funds,

redevelopment projects and the management of our own portfolio.

In a market environment characterised by regulatory developments and continued uncertainty in parts

of the Dutch real estate market, ER Capital N.V. concentrated on disciplined capital allocation, active

asset and fund management and maintaining a prudent financial position. The Executive Board has

assessed the Company’s financial position and liquidity outlook and has a reasonable expectation that

the Company will have sufficient liquidity and access to funding to meet its obligations and to continue

its activities. On this basis, the Executive Board considers it appropriate to prepare the 2025 financial

statements on a going concern basis.

Looking ahead, ER Capital N.V. will continue to focus on long-term value creation through careful

selection and management of real estate investments and fund propositions, while maintaining a

balanced risk profile and complying with applicable laws and regulations. The Executive Board thanks

the Company’s shareholders, financing partners, employees and other stakeholders for their continued

trust and support.

Sincerely,

Sebo J. Eelkman Rooda

Chief Executive Officer

ER Capital N.V.

Strategy and Value Creation

The primary objective of ER Capital is to create sustainable long-term shareholder value through a

combination of recurring rental income, value appreciation of its real estate activities and income

generated from investment-related activities. The Company is an active real estate company that

acquires, (re)develops and actively manages its real estate portfolio, and generates additional income

through the initiation and structuring of real estate investment propositions and through its participation

in related activities.

In addition to financial metrics, the Company considers a limited set of non-financial indicators, including

employees and stakeholder environment, and is in the early stages of further developing its approach

to sustainability in the context of long-term value creation.

Financial Review

This section provides a review of the financial performance of ER Capital N.V. for the year ended 31

December 2025, as well as the financial position of the Company as at 31 December 2025. All amounts

are presented in thousands of euros unless otherwise stated.

Financial highlights 2025

(€ x 1,000)

2025

2024

Gross rental income

4,719

3,164

Net rental income

3,675

2,059

Operating result

-3,491

952

Total comprehensive loss

-7,003

-1,870

Investment property

90,841

58,510

Total assets

96,641

66,305

Shareholders’ equity

2,956

9,696

During 2025 ER Capital further expanded its real estate activities and completed the reverse listing

transaction through Titan N.V. As a result, the Company’s asset base and financing structure increased

compared with the previous year.

ER Capital N.V.’s shareholders equity before the reverse listing

Analysis of results

Gross rental income increased to €4.7 million in 2025 compared with €3.1 million in 2024. This increase

primarily reflects the expansion of the Company’s property portfolio and the full-year contribution of

assets acquired in prior periods.

Changes in the fair value of investment properties resulted in a net decrease of €0.9 million in 2025,

compared with a positive revaluation of €1.6 million in 2024. These movements reflect changes in

market conditions and asset-specific valuation adjustments.

Administrative expenses increased to €6.3 million in 2025 (2024: €2.7 million). The increase mainly

relates to the listing service expenses (IFRS 2), organisational growth, the costs associated with listing of

ER Capital N.V., overlapping corporate overhead associated with two top holding entities, and further

enhancements to the Company’s governance and operational structure.

In 2025 the Company incurred non-recurring costs in connection with its listing on Euronext Amsterdam,

comprising transaction and advisory fees, temporary operational inefficiencies, organisational build-up

costs and acquisition-related write-offs. Management does not expect these costs to recur.

As a result, the Company recorded an operating loss of €3.5 million in 2025, compared with an operating

profit of €1.0 million in 2024.

Financial expenses increased to €3.7 million in 2025 (2024: €2.2 million), mainly due to additional

financing obtained to support the growth of the property portfolio.

The net result after tax amounted to a loss of €6,7 million attributable to shareholders in 2025 compared

with a loss of €1.9 million in 2024.

Historical performance

The losses recorded in prior years are, in management’s view, attributable to specific, non-recurring

factors characteristic of the Company's growth phase, including transaction costs related to portfolio

expansion, temporarily elevated financing costs during a period of rising interest rates, organisational

build-up costs that preceded revenue growth, and costs incurred in connection with the Company's

listing on Euronext Amsterdam. Management does not expect these factors to recur at comparable

levels.

Balance sheet analysis

Total assets increased to €96.6 million at 31 December 2025, compared with €66.3 million at 31

December 2024. The increase was primarily driven by the growth of the investment property portfolio

and by the consolidation of the funds.

Investment properties increased to €90.9 million at year-end 2025 (2024: €58.5 million), reflecting

acquisitions and investments made during the year.

Shareholders’ equity amounted to €3.0 million at 31 December 2025 (2024: €9.7 million). Interest-

bearing loans increased to €79.4 million at year-end 2025 compared with €47.0 million in 2024. The

increase primarily relates to financing obtained to finance the acquisition of real estate assets and

related investment entities.

The Company’s cash position amounted to €1.7 million at 31 December 2025 (2024: €1.8 million).

Cash flow analysis

The Company’s cash position amounted to €1,711 thousand at 31 December 2025 (2024: €1,828

thousand), representing a net decrease of €117 thousand during the year (2024: €723 thousand

increase). Cash used in operating activities amounted to €3,178 thousand (2024: €1,824 thousand),

reflecting the operating loss and interest payments, partly offset by non-cash adjustments. Cash used in

investing activities amounted to €16,793 thousand (2024: €22,565 thousand), primarily reflecting

investments in investment properties and acquisitions of subsidiaries. Cash generated from financing

activities amounted to €19,854 thousand (2024: €25,112 thousand), reflecting proceeds from

borrowings, dividends and purchase of treasury shares. A detailed cash flow statement is included in the

financial statements.

Going Concern and liquidity position

The Company reported a net loss of €6,7 million attributable to shareholders in 2025, partially

attributable to non-recurring costs related to the reverse listing and organisational build-up in

connection with the transition to a listed platform (comprising transaction-related costs, IFRS 2 listing

service expense, advisory fees and organisational build-up costs) together with a negative fair value

movement on the property portfolio. These items are not indicative of the Company's structural earning

capacity and are not expected to recur at comparable levels by management.

Key indicators and trigger events

The Executive Board has identified the following key indicators and potential trigger events that would,

if they materialised, be likely to affect the Company's ability to continue as a going concern and would

prompt a reassessment of the going concern conclusion and, where appropriate, the immediate

activation of mitigating measures:

Fund launch activity and deal flow

A material and prolonged reduction in real estate deal flow would materially affect the Company's fee

income and cash position.

Investor appetite

A material decline in investor appetite, evidenced by failure to achieve minimum subscription thresholds

in planned fund launches, would adversely affect the Company's ability to generate structuring fee

income and short-term cash flow.

Interest rate and macro-economic environment

A significantly higher interest rate environment, resulting in risk-free alternatives offering materially

competitive returns, could reduce investor appetite for real estate fund propositions and delay planned

fund launches.

Regulatory environment

An unexpected adverse change in the regulatory framework applicable to the Company or its regulated

subsidiaries could affect the Company's ability to structure and market investment products.

The Executive Board monitors these indicators on a continuous basis through regular management

reporting, investor feedback, market analysis and proactive dialogue with financing partners and

regulatory advisors. As at the date of approval of these financial statements, none of the above trigger

events has been identified.

The Company's approach to risk appetite is described in the section Risk Management and Control of

this management report. In summary, the Company maintains a moderate risk appetite for strategic,

investment, financial and liquidity risks, and a low risk appetite for operational, IT and compliance risks.

The risk appetite is determined by the Executive Board and is regularly re-evaluated in light of changing

circumstances.

Business model and financial position

In preparing the financial statements, the Executive Board has assessed the Company’s ability to

continue as a going concern for a period of at least twelve months from the date of approval of these

financial statements.

The Company operates a real estate business model combining direct real estate ownership,

(re)development activities and the initiation and structuring of real estate investment propositions. As a

result, the Company’s income profile consists of a combination of recurring income streams, including

rental income, service fees and other fee-based income, and transaction-driven income such as

structuring fees, entry fees and realised gains. Structuring fees are typically realised upon the successful

establishment of funds (approximately €350k per fund). The Company expects that, as funds are

established, an increasing contribution will be generated from recurring fee-based income, including

management fees expected to amount to approximately €100k per fund annually once funds are

operational. Consequently, the timing of cash inflows may not fully align with the Company’s fixed cost

base, which primarily consists of personnel, interest and operating expenses.

As at year-end 2025, the Company (excluding the consolidated entities Stichting ERC Subfonds I (Boreel)

and KCN Group B.V. has approximately €3 million in visible equity, approximately €21 million in unsecured

funding and approximately €35 million in mortgage-backed financing, supported by a real estate

portfolio of approximately €66 million, as further detailed in the financial statements.

Cash flow projections

The Executive Board has prepared cash flow projections covering a period of at least twelve months

from the date of approval of these financial statements, based on internally approved budgets and

financial forecasts. These projections take into account contracted rental income from the existing

portfolio, structuring fee income to the extent realised from fund-related activities and continued access

to existing financing facilities.

A conservative scenario has also been prepared, based solely on committed income streams and

currently available financing, modelling delays in fund activities, lower fee income, adverse fair value

movements and increased vacancy rates. The conservative scenario does not assume the realisation of

uncommitted transactions or pipeline activities.

Key assumptions and sensitivities

The projections are sensitive to a number of key assumptions, including the timing and number of fund

activities, the realisation of structuring fees and transaction-related gains, access to external financing

and refinancing, and the performance of the real estate portfolio, including rental income and occupancy

levels. The Company’s earnings profile is partly transaction-driven, resulting in variability in short-term

results.

Expected improvement in financial performance

For the purpose of the going concern assessment, the Executive Board expects improvement in 2026 to

be primarily driven by the non-recurrence of one-off costs, growth in rental income and an increase in

fee-based activities. The Executive Board considers the realisation of this improvement to be essential

to the Company's financial recovery and expects a materially improved bottom-line result compared to

2025.

In addition, the Company expects potential upside from transaction-related gains; however, these are

subject

execution

and

are

therefore

not

included

the

downside

scenario.

The Company's going concern assessment does not rely on the realisation of transaction-dependent

income.

Macro-economic, geopolitical and climate-related considerations

In preparing its going concern assessment, the Executive Board has considered the potential impact of

broader macro-economic, geopolitical and climate-related factors on the Company's operations and

financial position. These factors include continued uncertainty in global geopolitical conditions, the

potential for economic slowdown in the Netherlands and broader European markets, inflationary

pressures affecting construction costs and real estate valuations, and increasing regulatory and market

focus on climate-related risks and the energy efficiency standards of real estate assets.

While a higher inflationary environment generally supports the investment case for real estate as an

inflation hedge — which the Company actively communicates to its investor base — a prolonged period

of economic uncertainty or geopolitical instability could dampen investor appetite and delay planned

transactions. Similarly, increasing energy-efficiency requirements may affect the capital expenditure

required to maintain and improve the Company's portfolio assets.

The Executive Board has taken these factors into account in its scenario analyses.

Monitoring and mitigating measures

The Executive Board monitors key indicators that may impact the Company’s liquidity position and

regularly updates its cash flow forecasts. In the event of adverse developments, the Company has

identified mitigating measures, including the postponement or scaling down of discretionary

investments and development activities, the reduction or phasing of operating expenses, the

acceleration of asset disposals or partial sales of development interests, expansion of the unsecured

funding base though additional issuances, and the attraction of additional external financing or equity.

The risk management framework, including the governance structure and the role of the Executive

Board and Supervisory Board in monitoring and responding to risks, is further described in the section

Risk Management and Control of this management report.

In addition, the Executive Board has

identified certain areas for further improvement in the risk management and control system, including

continued documentation and standardisation of key controls in the financial reporting process, further

strengthening of IT general controls and ongoing enhancement of the compliance and reporting

framework. Actions to address these improvement areas have been initiated and are being monitored

by the Executive Board and discussed with the Supervisory Board.

Conclusion on going concern

The Executive Board has carefully considered the uncertainties described above, including the

transaction-driven nature of part of the Company’s income and its dependence on external financing.

Based on its analysis, including the base case and conservative scenario and taking into account the

available mitigating measures, the Executive Board concludes that it has a reasonable expectation the

Company will have sufficient liquidity to meet its financial obligations for a period of at least twelve

months from the date of approval of these financial statements. Accordingly, the financial statements

have been prepared on a going concern basis.

Outlook for Financial Year 2026

The Executive Board expects to improve its financial performance in 2026, driven by a combination of

recurring income streams and transaction-related activities. Rental income from the existing real estate

portfolio is expected to provide a stable base, while additional income may be generated from

structuring fees to be realised upon the successful establishment of funds, transaction-related gains and

management fees to be generated over time from fund-related activities.

The Executive Board expects operating costs to increase modestly in 2026, reflecting the planned

expansion of the organisation to support fund management activities, increased investor relations and

marketing efforts in connection with the planned fund launches, and initial fund set-up costs. These

investments are directly linked to the anticipated growth in structuring and management fee income

and are expected to be offset by the anticipated increase in revenues from fee-based activities.

The Company's projected operating cost ratio of approximately 20% of rental income is supported by

the portfolio composition, which includes a portion of properties with minimal associated operating

costs. This is consistent with the historical performance of certain portfolio entities and is further

explained in the Financial Review.

The outlook for 2026 is dependent on several key factors, including the successful execution of planned

transactions, the timing and number of planned fund activities, and continued access to external

financing. The Company’s business model includes both recurring and transaction-driven elements,

which may result in variability in short-term results depending on market conditions and execution

timing.

The Company expects to continue its investment activities in its real estate portfolio, including selective

acquisitions, (re)development projects and active portfolio management. In addition, the Company aims

to further develop its organisational structure and operational capabilities in line with its growth

strategy and listed status.

Market conditions in the real estate sector, including interest rate developments, financing availability

and valuation levels, may impact the Company’s performance and investment opportunities. The

Company continuously monitors these developments and adjusts its strategy where necessary.

The Company remains focused on maintaining a balanced financial position, with particular attention to

liquidity management, refinancing of existing debt and securing additional funding where required. The

ability to access capital markets and maintain relationships with financing partners is an important factor

in supporting the Company’s activities.

Based on its current projections, and realisation of key assumptions, the Company aims to return to

profitability in 2026. This expectation is subject to the successful execution of planned activities and the

absence of significant adverse developments in market conditions or financing availability.

Governance

The Executive Board

S. J. Eelkman Rooda (Sebo)



Chief Executive Officer



Date of initial appointment as member of the Executive Board: 30-6-2025

J.B. Sundelin (Jan)



Chief Executive Officer (former Titan N.V.)



Date of initial appointment as member of the Executive Board: 14-2-2007



Current term of office ended: 13-10-2025

Z. van Puijenbroek (Zwier)



Chief Financial Oﬃcer (former Titan N.V.)



Date of initial appointment as member of the Executive Board: 1-4-2024



Current term of office ended: 13-10-2025

Supervisory Board Profile

In 2025 the Supervisory Board of ER Capital N.V. consisted of the following members:

Supervisory Board

member

Role

First appointment

End of current term

Georg Werger

Chair

13.07.2018

31.3.2027

Gertrudis Maria

Wilhelmina Harteveld-

Smeets

Member

13.07.2018

10.09.2025

Per Mikael Nordling

Member

13.07.2018

10.09.2025

Mireille Johanna

Elisabeth Spapens

Member

10.09.2025

10.9.2029

Sebo Havinga

Member

10.09.2025

10.9.2029

Mr Werger has been a member and chair of the Supervisory Board since 2018. Ms Spapens and Mr

Havinga were appointed with effect from 10 September 2025 by the Extraordinary General Meeting of

Shareholders (BAVA) of ER Capital N.V. held on 10 September 2025.

Responsibilities

It is the duty of the Supervisory Board of ER Capital N.V. to exercise supervision over the policies adopted

by the Executive Board of ER Capital N.V. (“the Executive Board”) and over the general conduct of the

business of ER Capital N.V. (“the Company”). Furthermore, the Supervisory Board shall provide the

Executive Board with advice. In the performance of their duty, the Supervisory Board members are

guided by the interests of the Company and take into account the relevant interests of all of the

Company’s stakeholders. The Supervisory Board has due regard for the corporate social responsibility

issues that are relevant to the Company. The Supervisory Board is responsible for the quality of its own

performance.

Desired expertise and background

The composition of the Supervisory Board shall be such that the Supervisory Board members are able

to act critically and independently of one another and of the Executive Board and any sectional interest.

Each Supervisory Board member must be capable of assessing the broad outline of the overall strategy

of the Company and its business. As a whole, the composition shall be such that it enables the

Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and

other stakeholders. The Supervisory Board shall be constituted in a balanced manner as to reflect the

nature and variety of the Company’s businesses and the desirability to have available expertise in such

fields as finance, tax, economic, and legal/corporate governance. All members have an academic

background and more than 20 years of professional experience. As a collective, the Supervisory Board

possesses adequate knowledge of the Company’s business, risk profile and financial reporting to

effectively supervise the Executive Board.

Desired diverse composition

Our diversity policy and diversity aspects that are considered are included in the section Corporate

Governance, starting on page 22. The objective of our diversity policy with respect to the composition

of the Supervisory Board is to ensure that the Board consists of members with the right expertise,

experience and competencies to fulfil their roles and complement each other. In addition, we believe

that a balanced distribution among men and women contributes and leads to better decision-making.

As a corresponding target, at least one third of our Supervisory Board should consist of women

(corresponding to at least 1 woman given the current size of our Supervisory Board).

Size

In principle, the number of members of the Supervisory Board shall amount to at least three (3). The

current composition is in line with this.

Independence

The Supervisory Board is composed in such a way that it can operate independently and critically in

relation to the Management Board and to any particular interests involved. The Supervisory Board

considers all of its members to be independent within the meaning of best practice provisions 2.1.7 and

2.1.8 of the Dutch Corporate Governance Code.

Report from the Supervisory Board

To the shareholders,

This report reflects an overview of what was discussed with the Executive Board. In the financial year

2025, the newly established Supervisory Board met once and no board members were absent. During

the financial year 2025, several informal meetings were held.

The financial year 2025 was a transformative year for the Company. The Supervisory Board devoted

attention to the reverse listing of ER Capital N.V. through Titan N.V. and the implementation of the

triangular legal divisions (legal demerger) through which Titan N.V. acquired the business of ER Capital

N.V. via three wholly-owned subsidiaries. In this context, the Supervisory Board prepared and supervised

the Extraordinary General Meeting of Shareholders held on 27 June 2025, at which shareholders were

requested to adopt the triangular divisions, approve related share issuances, and amend the articles of

association to reflect the new post-transaction structure, including the change of name to ER Capital

N.V.

Organizational aspects

The Supervisory Board consists of three members. For detailed information of each individual member,

reference is made to the section The Supervisory Board. As at 31 December 2025, Mr. Havinga holds

shares in ER Capital N.V. None of the other current members of the Supervisory Board hold shares in the

Company. During the financial year 2025, Mr. Nordling, who stepped down on 10 September 2025, held

less than 1% of the shares in the Company.

The Supervisory Board is construed in line with the best practice provisions as stated in Chapter II of the

Dutch Corporate Governance Code (2025). With reference to the Code, all members of the Supervisory

Board are considered independent. One member holds a minor shareholding (less than 1%) in the

Company, which does not affect the assessment of his independence under the Code. The Supervisory

Board as a whole is therefore considered to be independent. The Supervisory Board notes that the

composition of the Supervisory Board is in line with the required profile of the Supervisory Board. Each

board member has their specific field of complementary expertise.

Term of appointment

A member of the Supervisory Board will be appointed for a maximum period of four years. On expiry of

the four- year term, a member of the Supervisory Board may be reappointed for successive terms of

four years each.

General business

The Supervisory Board supervised and monitored the following during the year:

The achievement of the objectives of the Company and its management

A key event during the year was the legal demerger and related restructuring, which took effect on 30

June 2025. As part of a legal demerger of ER Capital N.V., the old entity ceased to exist, and all assets

and liabilities were transferred under universal succession of title to the three subsidiaries of Titan N.V.

Titan N.V. effectively acquired ER Capital N.V. and paid for the acquisition through the allotment of

shares. Following this transaction, Titan N.V. changed its statutory name to ER Capital N.V. (NEW). The

articles of association of ER Capital N.V. were amended on 30 June 2025 to reflect the new structure.

In 2025 ER Capital further developed its strategy as a listed Dutch real estate company, focusing on the

acquisition, (re)development, leasing and management of Dutch real estate, and additionally on the

initiation and structuring of real estate investment propositions

for professional and private investors.

The Supervisory Board closely monitored these developments, paying particular attention to:



The financial and strategic rationale of the new legal structure;



The impact on shareholders and other stakeholders;



The initiation and structuring of real estate investment vehicles in various legal forms;



Legal and compliance matters.

Going concern and liquidity

The Supervisory Board has reviewed the going concern assessment performed by the Executive Board,

including the underlying cash flow projections and scenario analyses. The Supervisory Board has

discussed the key assumptions, risks and mitigating measures with the Executive Board and has satisfied

itself that these have been appropriately considered. Based on this review, the Supervisory Board

supports the conclusion of the Executive Board that the Company has a reasonable expectation to

continue as a going concern for a period of at least twelve months from the date of approval of these

financial statements.

The corporate risk profile and the internal risk management and control system

The Supervisory Board discussed the Company’s risk profile with the Executive Board and with the

external independent auditor. The Supervisory Board recognizes that the risk profile of ER Capital N.V. is

adequately understood, monitored and acted upon by the Executive Board in a sufficient way. The

Supervisory Board is satisfied with the structure and operation of the internal risk management and

control system and is convinced that its (financial) consequences have been adequately reflected in the

Company’s processes and accounting principles.

Audit Committee duties

The Supervisory Board as a whole monitored the accounting and reporting processes (for further

explanation on this refer to the section Corporate Governance). In order to ensure the quality of the

financial reporting process and to discuss the findings on the financial statements, the Supervisory Board

meets with the Company’s external independent auditor, GCP Auditors Ltd. The Supervisory Board

closely followed whether the advice of the external independent auditors received a proper follow up

by the Executive Board.

Meetings of the Supervisory Board

In 2025 the Supervisory Board held regularly scheduled meetings with the Executive Board as well as

additional ad hoc meetings when required. In addition, the Chair and individual Supervisory Board

members maintained frequent informal contact with the Executive Board. Key subjects discussed in 2025

included:



ER Capital’s strategy as a Dutch real estate company;



The composition and quality of the real estate portfolio and the pipeline of acquisitions;



The legal demerger and corporate structure and the positioning of ER Capital on Euronext

Amsterdam;



Financial performance and capital structure;



Risk management and internal control.

Evaluation of the Supervisory Board and the Executive Board

In FY 2025, the Supervisory Board has evaluated its own performance several times in an informal

setting, in most cases immediately after the regular meeting and in some cases separately by phone.

Each year a formal evaluation of the performance of the Supervisory Board and the Executive Board is

scheduled after the regular meeting. This is a Supervisory Board-only meeting and will be followed up

with a feedback meeting with the Executive Board if this is deemed necessary. Based on the most recent

evaluations performed, no follow-up actions were deemed necessary.

Remuneration

The Remuneration Policy outlines the terms and conditions for the members of the Executive Board of

the Company. The objective of the Remuneration Policy is to provide a structure that retains and

motivates the current members of the Executive Board by providing a well-balanced and incentive-based

compensation.

According to article 135 of book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval

of the General Meeting of Shareholders. On March 27, 2020, the General Meeting of Shareholders has

adopted the revised Remuneration Policy for a period of 4 years (ending on March 27, 2024). At the

most recent General Meeting, no vote was held to formally renew or alter the Remuneration Policy.

Within the scope of the Remuneration Policy, the Supervisory Board, will determine the Remuneration

Plan, which will be the basis of the remuneration of the Executive Board. The remuneration policy

adopted on March 27, 2020 expired in March 2024. Following this period, the Company (at that time

Titan N.V.) operated as a listed entity without material operational activities. During this phase, no

material remuneration was granted to members of the Executive Board.

Following the reverse listing and the transformation into ER Capital N.V. in 2025, a new Remuneration

Policy has been prepared to reflect the Company’s renewed strategy, scale, and operational activities.

This new policy has not yet been approved and will be submitted for adoption at the next General

Meeting of Shareholders.

Remuneration of the Supervisory Board

The remuneration of the members of the Supervisory Board is determined by the General Meeting of

Shareholders within the framework of the Company’s remuneration policy. A detailed overview of the

individual remuneration of the Supervisory Board members is presented in the remuneration report,

which forms part of this Annual Report.

Remuneration of the Executive Board

The remuneration of the Executive Board is based on the remuneration policy as adopted by the General

Meeting of Shareholders and is designed to support the Company’s long-term value creation, its strategy

and its risk profile. A detailed overview of the individual remuneration of the Executive Board is

presented in the remuneration report, which forms part of this Annual Report.

Termination of employment

The duties of the Executive Board are performed under a management agreement between the

Company and Overhill Holding B.V. The management agreement is entered into for an indefinite period

of time and includes an arrangement on the notice period required for termination by either party, as

well as provisions for termination in specific situations such as prolonged incapacity or other urgent

cause. No other special termination rights have been agreed for the member of the Executive Board.

Severance Package

The Company does not have any agreement with the Executive Board on severance as per year end (31

December 2025).

The Company does not have any agreement with the Executive Board on shares as per year end (31

December 2025).

Loans

The Company does not have any agreement with the members of the Executive Board on loans as per

year end (31 December 2025).

Remuneration report

The proposed remuneration of the Executive Board and Supervisory Board is disclosed in detail in the

Remuneration Report. Reference is also made to the note on related party disclosures as included in the

financial statements.

On behalf of the Supervisory Board,

G. Werger

Chairman of the Supervisory Board, ER Capital N.V.

Remuneration report

This remuneration report provides accountability for the remuneration of the Executive Board of ER

Capital N.V., its most important aspects, and how it has been applied during the financial year ended 31

December 2025.

The remuneration of the Executive Board is determined by the Supervisory Board. In accordance with

Article 2:135 of Book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval of the

General Meeting of Shareholders.

A new Remuneration Policy has been prepared following the reverse listing and transformation into ER

Capital N.V. in 2025. This policy reflects the Company’s renewed strategy, scale, and operational

activities. However, as at 31 December 2025, the Remuneration Policy had not yet been approved by

the General Meeting of Shareholders. The proposed policy will be submitted for adoption at the next

General Meeting of Shareholders.

General principles

The Supervisory Board ensures that the Remuneration Policy and the implementation of each

Remuneration Plan, are aligned with the Company’s objectives in order to ensure that target setting for

senior executives and Executive Board will support the successful realization of the strategy of the

Company. At the same time, both the Remuneration Policy itself, and the checks and balances applied

in its execution, are designed to comply with the applicable legislation, the Code and SDR II and to

determine that any risks taken, will be in line with the strategy and risk appetite of the Company.

During FY 2025, remuneration of the Executive Board included a variable component, which is directly

dependent on the Company’s balance sheet total. No predefined performance targets or target ranges

were set.

Executive Board remuneration 2025

In 2025, a new executive governance and remuneration structure was prepared following completion of

the reverse listing and related legal demerger. On 30 June 2025, Mr S.J. Eelkman Rooda was appointed

as member of the Executive Board. Since that date, the executive management of ER Capital N.V. has

been performed through his personal holding company, Overhill Holding B.V., under a management

agreement with the Company. On 13 October 2025, Mr Jan B. Sundelin and Mr Zwier van Puijenbroek

resigned as members of the Executive Board. As from that date, the executive management of ER Capital

N.V. consists of one member.

Under this management agreement, and within the framework of the Remuneration Policy, the

remuneration of the Executive Board consists of:



a fixed annual management fee that reflects the scope of responsibilities, time commitment and

the size and complexity of ER Capital N.V. (base year 2017, indexed annually);



a variable fee equal to 0.1% of the consolidated balance sheet total of ER Capital N.V.; and



an annual car allowance.

All fees are invoiced to the Company by Overhill Holding B.V. For financial year 2025, the Executive Board

did not receive any additional profit-sharing arrangements, discretionary bonus, long-term incentive

plan, share-based remuneration or pension contributions from the Company. The amounts relating to

the fixed fee, the variable fee (0.1% of the consolidated balance sheet total) and the car allowance for

2025 are presented in the table below.

Pay ratio CEO

(€ x 1,000)

Category

2025

2024/2025

(former Titan N.V.)

2024

(former Titan N.V.)

Base Management Fee / short

term benefits

Variable Compensation

Special Compensation

60*

Long Term Incentive

Total

115

Average annual employee

salary

*Represents a one-off transaction bonus of €60,000 awarded in connection with the successful completion of the

legal demerger (reverse listing) of ER Capital N.V. (former Titan NV)

Shares, options and warrants

As at 31 December 2025, the CEO, through his personal holding company Overhill Holding B.V., held

3,991,246 ordinary shares and 100 M shares in ER Capital N.V. The M shares carry specific profit-

participation rights whereby 20% of the profit surplus remaining after payment of a dividend of €0.06

per share is allocated to the holders of the M shares. These rights are designed to align the CEO’s long-

term incentives with sustainable value creation for the Company and its shareholders.

Preferred shares in ER Capital N.V. are entitled to an annual dividend of €0.06 per share, carry regular

voting rights and are not listed on Euronext. The CEO does not hold any options, warrants or other rights

to acquire additional shares in the Company, and no shares held by the CEO are subject to lock-up or

vesting conditions under a share-based remuneration plan.

Other disclosures

Performance criteria

In 2025 no Short-Term Incentive was awarded.

Early retirement arrangements

The Executive Board has no arrangements for early retirement.

No deviations in the decision-making process

During 2025, no deviations from the decision-making process in relation to the execution of said

Remuneration Policy were noted.

General Meeting's advisory vote

Following the reverse listing, a revised Remuneration Policy has been proposed and will be submitted

to the General Meeting of Shareholders for approval. As at the date of issuance of these financial

statements, the Remuneration Policy has not yet been approved.

Supervisory Board remuneration

The General Meeting of Shareholders sets the remuneration of the members of the Supervisory Board.

Members of the Supervisory Board are entitled to a fixed remuneration as well as a reimbursement for

travel expenses incurred. The chairman received an one-off transaction bonus of €60,000 awarded in

connection with the successful completion of the legal demerger (reverse listing) of ER Capital N.V.

(former Titan NV). The remuneration of the members of the Supervisory Board is disclosed in the

following table.

Supervisory Board remuneration

(€ x 1,000)

Name

Position

2025

2024/2025

(former Titan)

2024

2023

2022

2021

Georg Werger

Chairman

Mireille Spapens

Member

Sebo Mar Havinga

Member

Gerdy Harteveld-Smeets

Member

Per Nordling

Member

Variable remuneration

Total remuneration

Travel expenses

Total

On behalf of the Supervisory Board,

G. Werger

Chairman of the Supervisory Board, ER Capital N.V.

Corporate Governance

ER Capital N.V. is committed to conducting business in an open and honest way. The corporate

governance structure of the Company, including its practices, rules and policies, is designed to support

such transparency and accountability.

Legal Framework

ER Capital N.V. (the “Company”), is a public limited liability company, established under the laws of the

Netherlands. Its shares are listed on Euronext, Amsterdam. As such, several laws and regulations apply

to the Company: the Dutch Civil Code, the Dutch securities laws such as the Dutch Financial Supervision

Act, the Euronext listing rules and the Dutch Corporate Governance Code of March 2025 (the “Code”).

Additionally, the Company, the Executive Board, the Supervisory Board and the staff members are bound

by the Company’s Articles of Association, the Code of Conduct, the Remuneration Policy, the Insider

Knowledge Regulations and several internal procedures.

Shareholders

The Company’s share capital consists of Ordinary Shares, Preferred Shares and M Shares. The Ordinary

Shares are partly listed on Euronext Amsterdam and all Ordinary and Preferred Shares carry equal voting

rights. The M Shares have special rights and are registered shares with specific financial rights and are

not admitted to trading on a regulated market.

Ordinary Shares are partly held by Stichting Administratiekantoor ER Capital (the “STAK”) are legally held

by the STAK and represented by depository receipts issued to investors. The STAK administers these

shares and exercises the associated voting rights. In principle, each depository receipt entitles the holder

to give one voting instruction to the STAK, corresponding to one vote at the General Meeting of

Shareholders.

Anti-takeover measures

The Company does not have any specific anti-takeover measures in place other than the foundation

structure with the STAK as described above.

Shareholders Meeting and Voting Rights

Responsible corporate governance requires the full participation of shareholders in the decision- making

in the General Meeting of Shareholders. The Company attaches great value to shareholder relations. In

line with relevant laws and regulations, the Company provides all shareholders and other parties in the

financial markets with equal and simultaneous information about matters that could have a significant

influence on the price of the Company’s listed securities, thereby taking into account possible

exemptions permitted by those laws and regulations.

The Company shall actively communicate relevant developments of its business to the financial markets

through press releases. The dates of publication of (interim) financial reports are announced well in

advance and these publications are accessible online via the financial reporting registry of the AFM.

At least once a year a General Meeting of Shareholders is convened, announcing the meeting date and

place, the registration date, the agenda of the meeting with explanatory notes and the procedure for

attendance. In accordance with Dutch law, the shareholding at the registration date is decisive for the

right to attend and address the meeting and to exercise voting rights, notwithstanding a subsequent sale

of the shares. Each share entitles its holder to cast one vote. Resolutions are passed by a simple majority

of the votes cast, unless Dutch law or the Articles of Association require a larger majority.

Amongst other things the General Meeting of Shareholders decides on the adoption of the financial

statements, the appropriation of the net results, the (re)appointment, discharge and remuneration of

the members of the Supervisory Board, material changes of the Remuneration Policy, the

(re)appointment and the discharge of the members of the Executive Board, the appointment of the

external independent auditor, the authorization of another company body to issue new shares, the

amendment of the Articles of Association, and other important matters such as major acquisitions or

the sale of a substantial part of the Company. The Company prepares a list of decisions made during a

shareholders meeting. The Company also prepares the minutes.

Amendments to the Articles of Association

An amendment to the Articles of Association requires approval of the Annual General Meeting of

Shareholders. In 2025, the Articles of Association were amended, following the resolution of the

Extraordinary General Meeting of Shareholders held on 27 June 2025. In this meeting, shareholders

approved a comprehensive amendment of the Articles of Association of Titan N.V. to align the Company’s

constitutional documents with the reverse listing of ER Capital N.V. This amendment included, among

others, the change of the Company’s name to ER Capital N.V. and its statutory seat to Rotterdam, the

introduction of new share classes (preference shares and M shares) and the related authorised share

capital, and various technical changes to facilitate the triangular legal demerger and the new governance

and capital structure.

Executive Board

Appointment & dismissal

Members of the Executive Board are appointed and dismissed by the General Meeting of Shareholders.

Candidates are nominated by the Supervisory Board, subject to prior approval of the meeting of holders

of M Shares. The Supervisory Board may suspend a member of the Executive Board at any time; such

suspension may subsequently be lifted or followed by dismissal by the General Meeting of Shareholders

in line with the requirements of the Articles of Association.

Duties

The Executive Board is entrusted with the management of the Company. This means that it is responsible

for the achievement of the Company’s targets, its strategy with the associated risk profile, the

development of the results and the social aspects of doing business relevant to the Company. For its

management the Executive Board is accountable to the Supervisory Board and the General Meeting of

Shareholders.

In the performance of its duties, the Executive Board and the Supervisory Board are guided by the

interests of the Company, taking the relevant interests of all stakeholders into account and to create

sustainable long-term value in accordance with article 1.1.1 of the Code, as well as control of related

risks and opportunities subject to article 1.2.1 and 1.2.2 of the Code and communication with its

stakeholders.

The Executive Board performs its activities under the supervision of the Supervisory Board. The

Executive Board attends the meetings of the Supervisory Board with exception of the meetings focusing

on the evaluation of the Supervisory Board and the Executive Board and the annual meeting with the

external independent auditor.

The Executive Board provides the Supervisory Board timely with all information essential for the

Supervisory Board to exercise its duties.

Composition

At the beginning of 2025, the Executive Board consisted of Mr. J.B. Sundelin and Mr. Z. van Puijenbroek.

Mr. Sundelin has served as a member of the Executive Board since 14 February 2007 and acted as CEO,

while Mr. Van Puijenbroek was appointed to the Executive Board with effect from 1 April 2024.

Following the reverse listing and related legal demerger, the Company’s executive governance changed

in 2025. On 27 June 2025, Mr. Sebo Eelkman Rooda was appointed by the (Extraordinary) General

Meeting of Shareholders as CEO and member of the Executive Board (effective 30 June 2025).

On 13 October 2025, Mr. Sundelin and Mr. Van Puijenbroek stepped down as members of the Executive

Board. As at 31 December 2025, the Executive Board consists of one member: Mr. Sebo Eelkman Rooda

(CEO).

Remuneration

The remuneration of the members of the Executive Board has been set in line with the Remuneration

Policy of the Company and is in line with the provisions of the Code. There is no severance package for

the Executive Board in place. More information about the remuneration of the Executive Board can be

found in the Report from the Supervisory Board, starting on page 15 and the Remuneration Report,

starting on page 19.

Conﬂicts of interest

The Executive Board avoids (the appearance of) conflicts of interests between the Company and a

member of the Executive Board. All transactions in which a conflict of interest exists or is deemed to

exist must be concluded on terms at least customary in the sector concerned.

Resolutions for entering into such transaction must be approved by the Supervisory Board. In the

financial year 2025, there were no reports on conflicts of interest.

Supervisory Board

Appointment & dismissal

The members of the Supervisory Board are appointed or dismissed by the General Meeting of

Shareholders and in accordance with the Articles of Association. Members of the Supervisory Board do

not participate in the voting process regarding their own appointment. Members of the Supervisory

Board shall be appointed for a period of four years and resign at the first General Meeting of

Shareholders after such period has elapsed.

Members of the Supervisory Board may be re-elected two times for a period of four years as of July 1,

2025. Re-election may only take place after careful consideration.

Duties

The role of the Supervisory Board is to exercise supervision over the policies adopted by the Executive

Board and over the general conduct of business of the Company as well as to provide the Executive

Board with advice. The general duties of the Supervisory Board include supervising, monitoring and

advising the Executive Board on the realization of the Company’s operational and financial objectives,

the corporate strategy, the risks inherent to the business activities, the design and effectiveness of the

internal risk management and control systems, the main financial parameters, the financial reporting

process, compliance with applicable laws and regulations, the relationship of the Company with its

shareholders and the corporate social responsibility issues that are relevant to the Company.

In the performance of its duties, the Supervisory Board is guided by the interests of the Company and

takes the relevant interests of all the Company’s stakeholders into account. The Supervisory Board is

responsible for the quality of its own performance.

Composition

The Supervisory Board has three members, appointed at the Extra-Ordinary Meeting of Shareholders of

September 10, 2025: Mr Georg Werger (president), Mrs Spapens and Mr Havinga. Further information

about the members of the Supervisory Board can be found in the section The Supervisory Board, starting

on page 15. All members of the Supervisory Board are independent, as is the Supervisory Board as a

whole, subject to the relevant requirements of provision 2.1.7, 2.1.8 and 2.1.9 of the Code. The

composition of the Supervisory Board is such that its members are able to act critically and

independently of one another and of the Executive Board and any particular vested interests. Each

member of the Supervisory Board is capable of assessing a broad outline of the overall strategy of the

Company and its business.

As a whole, the composition is such that it enables the Supervisory Board to best carry out the variety

of its responsibilities and duties to the Company and other stakeholders. The Supervisory Board is

constituted in a balanced manner as to reflect the nature and variety of the Company’s businesses and

the desirability to have available expertise in such fields as finance, economics, management,

legal/corporate governance, information technology and the Company’s business in general.

For future appointments, selection criteria are taken into account that reflect a balance between the

requirements of the role to be filled in and diversity requirements.

The Supervisory Board members are appointed by the General Meeting of Shareholders. A Supervisory

Board member is appointed or reappointed for a term commencing on the date of his appointment and

ending at the day of the first General Meeting of Shareholders held after the fourth anniversary of this

appointment.

Remuneration

The General Meeting of Shareholders approves the remuneration of the members of the Supervisory

Board. The current annual fixed remuneration (yearly to be indexed with base year 2025) of Mrs Spapens

and Mr Havinga is € 12k and the remuneration of Mr. Werger is € 18k.

Committees

Since the Supervisory Board comprises only three members, no separate remuneration committee and

selection and appointment committee have been formed. Also, due to the size of the Supervisory Board,

no separate audit committee has been appointed. Rather, the matters for an audit committee,

remuneration committee and a selection and appointment committee are addressed by the entirety of

the Supervisory Board during its regular meetings.

Internal audit function

During 2025, there was no internal audit function in the Company. Due to the company's limited size,

the internal controls including the accounting and governance processes, are of limited complexity. As

such, this allows for the Executive Board to closely monitor the internal control system and report to the

Supervisory Board. Furthermore, the absence of an internal audit function has not been identified as a

principal risk that would require mitigation. In this respect, reference is made to the section Risk

Management and Control.

Conﬂicts of interest

The Supervisory Board avoids (the appearance of) conflicts of interests between the Company and a

member of the Supervisory Board and/or a member of the Executive Board. In the financial year 2025,

there were no conflicts of interest.

Diversity policy and criteria for the Executive Board and Supervisory Board

The objective of our diversity policy with respect to the composition of the Executive Board and

Supervisory Board is to ensure that both Boards consist of members with the right expertise, experience

and competencies to fulfil their roles and complement each other. In addition, we believe that a

balanced distribution among men and women contributes and leads to better decision-making. As a

corresponding target, at least one third of our Supervisory Board should consist of women or men

(corresponding to at least 1 woman given the current size of our Supervisory Board).

In preparation of appointment of a new member of the Supervisory Board or Executive Board, selection

criteria are considered that reflect a balance between the requirements of the role to be filled in and

diversity requirements. In determining the optimal composition of the Executive Board and Supervisory

Board, the Company considers various criteria of diversity.

The following criteria are considered for an appointment:

Expertise

Experience

Competencies

Gender

Development opportunities/potential

Age

Nationality

Ethnic background

Education

Composition

The current compositions of the Executive Board and the Supervisory Board as disclosed above satisfy

the policy objectives for the diversity of the Boards. Nonetheless, the Company continues to re-evaluate

its policies and criteria as necessary and has taken notice of the recent developments in the field of

diversity and expectations of stakeholders around this subject. This includes the new law on growth

quota for a better male-female ratio in the Netherlands, which entered into effect on 1 January 2022.

This law requires that at least one third of the supervisory boards of listed companies consists of men,

and at least one third of women. This quota applies to new appointments. The current composition of

the Supervisory Board of ER Capital N.V. is therefore in compliance with the requirements of this law.

Further notes on the Company's Corporate Governance

All members of the Executive Board and the Supervisory Board comply with the rules of Dutch corporate

governance regarding the limitations of the number of board positions in Dutch large companies as all

members of the Executive Board and the Supervisory Board have no other positions than their position

within the Company.

GCP Auditors LTD has been the external independent auditor during the financial year 2025, being

appointed at the General Meeting of Shareholders of June 27, 2025.

Legal structure

ER Capital N.V. (the “Company”), formerly Titan N.V., is a Dutch public limited liability company whose

shares are listed on Euronext Amsterdam. Following the sale on 13 September 2023 of TIE Kinetix

Holding B.V. and the Group’s former operating subsidiaries, Titan N.V. no longer had active business

operations and did not have any direct or indirect subsidiaries.

As part of the statutory triangular legal division and reverse listing completed on 30 June 2025 (the

“Legal Demerger”), all assets and liabilities of ER Capital N.V. (Old) were transferred under universal

succession of title to entities within the Titan N.V. group, in exchange for newly issued shares in Titan

N.V. allotted to the former shareholders of ER Capital N.V. (Old). Titan N.V. subsequently changed its

statutory name to ER Capital N.V. and now acts as the listed parent company of the Group, a real estate

company focused on the acquisition, development and active management of a diversified portfolio of

Dutch real estate assets through its (indirect) subsidiaries.

The Company does not meet the criteria for classification under the Dutch “structuurregime”

(“structuurvennootschap”) due to its size.

Corporate policies

The Company has various policies in place that contribute to responsible governance:



The Code of Conduct was established to provide management and employees with a clear set

of guiding principles on integrity and ethics in business conduct. No issues were reported or

noticed in FY 2025.



The Investor Relations Policy provides headline guidance for investors pertaining to ER Capital

N.V.’s management rules of engagement with investors.

In addition, the Company has procedures in place regarding insider information, aimed at preventing

trading on the basis of inside information. All relevant persons are required to inform the Company prior

to any transaction in ER Capital N.V. shares.

Given the Company’s current size and structure, no separate Compliance Officer has been appointed.

The Chief Executive Officer is responsible for ensuring compliance with applicable laws and regulations.

The closed period, in which every employee, executive, specified person, Executive Board member and

Supervisory Board member is prohibited from trying to execute and/or executing a transaction with ER

Capital shares, irrespective of whether or not he or she possesses insider knowledge, is included in our

Annual Report and communicated at the start of every closed period.

The Company actively enforces an incidents policy (including data breach) and a privacy policy to ensure

data security and act in compliance with the GDPR (known in the Netherlands as the AVG Act).

Risk Management and Control

Risk management forms an integral part of how ER Capital N.V. is governed. The objective of our risk

management system is to identify and mitigate risks with a potential major impact on achievement of

our strategic and ﬁnancial goals, and therefore on the overall value of the Company.

Our risk management and control system

As any business, the Company is exposed to a variety of risks. To be able to detect, assess, determine

the risk appetite and take mitigating measures if needed, the Company relies on its risk management

and control system. The main features of this system are described in the following paragraphs. Both the

Executive Board and Supervisory board are satisfied that the structure and operation of the risk

management and control system is organized adequately given the size and complexity of the Company

and its business. To this extent, our system is designed to manage, rather than eliminate, the risk that

we fail to realize our strategy and create long-term value for our stakeholders. Our internal control

system is based on the principles of the COSO 2017 Enterprise Risk Management framework.

Control environment

The Executive Board has the ultimate responsibility for risk management and control within the

Company. This responsibility includes identifying and evaluating opportunities and risks, and to take

appropriate measures if deemed necessary, so that the Company may utilize opportunities and avoid

losses where possible.

The Executive Board aims to maintain a culture of ethical behaviour and integrity by setting the tone at

the top. This contributes to avoiding unnecessary risks and the overall effectiveness of the Company's

risk management and control system. This is done by, for example:



Leading by example and acting in accordance with our Company values;



Maintaining relevant policies such as our Code of Conduct and ensuring awareness of these

policies among staff;



Having clear practices and procedures with respect to corporate governance.

The Executive Board is monitored by the Supervisory Board and the performance of the Company's risk

management and control system is reported on and evaluated annually.

Risk appetite

The risk appetite represents our willingness to assume calculated risks and uncertainties. The risk

appetite is determined by the Executive Board and is regularly re-evaluated in the face of changing

circumstances and as part of the process of evaluating and responding to risks. At a high level, the level

of the Company’s risk appetite is outlined in the following table, organized by the main categories of

risks that we identify. This gives guidance on the level and extent of measures that are taken to control

or mitigate the risks belonging to the respective categories, though it is at the discretion of the Executive

Board to increase or decrease the extent to which the Company responds to an individual risk or

uncertainty.

Risk appetite per risk category

Category of risks and uncertainties

Level of risk appetite

Strategic and investment

Moderate

Financial and liquidity

Moderate

Operational and IT (incl. cyber)

Low

Compliance and reporting

Low

A moderate appetite for strategic and investment risks reflects that ER Capital selectively takes risk in

acquiring, developing and managing real estate and fund propositions. The Company also maintains a

moderate risk appetite for financial and liquidity risks, while operational, IT and compliance risks are

managed with a low risk appetite.

Identifying, assessing and responding to risks

Risks and uncertainties are identified and assessed on a recurring basis at Executive Board level, taking

into account developments in the real estate and financing markets, regulatory changes and the

Company’s operational environment.

The risk management process can be summarised as follows:



Risk identification – monitoring of internal and external developments, including portfolio

performance, tenant developments, financing conditions and regulatory changes;



Risk assessment – assessment of the likelihood and potential impact of identified risks on the

Company’s financial position, results, liquidity and reputation;



Response and control measures – deciding whether and how to respond to risks, in light of the

Company’s risk appetite (for example through portfolio diversification, financing structure,

covenant management, insurance, contractual arrangements or process controls);



Monitoring and evaluation – periodic monitoring of key risks, control measures and covenant

headroom, and evaluation of whether the residual risk remains in line with the Company’s risk

appetite.

Principal risks and uncertainties

Based on its 2025 assessment, the Executive Board has identified the following principal risks and

uncertainties as the most relevant for ER Capital’s profile. This overview is not exhaustive; other risks

and uncertainties, including those that are currently not considered material, may materialise in the

future.

Risk

category

Principal

risk

Description

Potential impact

Risk

appetite

Key mitigating measures

Strategic and

investment

Real estate

market,

valuation and

tenant risk

Adverse movements in

yields, market rents or

demand for the

Company's asset types,

or tenant defaults /

higher vacancy, may lead

to lower fair values and

rental income.

Negative

revaluations, lower

net rental income,

reduced headroom

on covenants and

lower shareholder

returns.

Moderate

Disciplined investment

criteria, focus on multi-tenant

assets and diversified tenant

base, active asset

management, periodic

external valuations and

monitoring of market

indicators.

Financial and

liquidity

Financing,

interest rate

and liquidity

risk

Exposure to refinancing

risk, interest rate

movements and liquidity

fluctuations may affect

the Company’s funding

capacity and cash flow

profile. The Company

actively manages these

exposures in line with its

balance sheet strategy.

Higher financing

costs, need for

asset sales or equity

injections, potential

covenant breaches

and going concern

pressure.

Moderate

Active balance sheet and

liquidity management,

securing financing at fixed

interest rates, diversified

funding sources and

maturities where feasible,

proactive covenant

monitoring, maintaining

appropriate liquidity buffers,

and regular cash flow

forecasting.

Operational

and IT (incl.

cyber)

Operational,

IT and

outsourcing

risk

Failures in processes,

systems or key service

providers, or cyber

incidents, may disrupt

operations or lead to

errors in contractual,

financial or tenant data.

Operational

disruption, financial

loss, incorrect

reporting,

reputational

damage and

potential legal

claims.

Low

Selection and monitoring of

reputable service providers,

segregation of duties,

documented key processes,

IT access and change controls

where feasible, back-up and

recovery procedures, and use

of external IT/security

expertise where appropriate.

Compliance

and reporting

Compliance

with laws,

regulations

and

reporting

requirements

Failure to comply with

applicable laws and

regulations or to produce

reliable financial and

non-financial reporting.

The Company operates in

a regulatory environment

that is subject to ongoing

interpretation and

development, including

in the area of investment

fund management

regulations. Changes in

regulatory interpretation

or requirements may

affect the Company's

activities.

Fines, sanctions or

other regulatory

measures,

reputational

damage, increased

scrutiny from

regulators and

stakeholders, and

potential impact on

access to capital.

Low

Governance framework with

clear allocation of

responsibilities, use of

specialised external legal, tax

and regulatory advisors,

policies and procedures,

documented reporting

processes and controls,

periodic monitoring.

An analysis of risk exposures arising from the use of financial instruments (including market risk, credit

risk and liquidity risk) and the related risk management objectives and policies is provided in the note

“Financial risk management” to the consolidated financial statements.

Performance of the internal risk management and control system

During the financial year 2025, the Executive Board and the Supervisory Board evaluated the design and

operation of the Company’s internal risk management and control system. Design and operation were

considered adequate in light of the size and complexity of ER Capital and the principal risks summarised

above.

Communication

Throughout our risk management and control process, communication is key. The Company's limited

size and short communication lines between the Executive Board, and the Supervisory Board, as well

as the Company values, work to the advantage of the effectiveness of the risk management process in

this respect.

Our response to the risk of fraud or bribery

The Company has a zero-risk appetite and zero tolerance policy towards fraud and/or bribery. There

have been no known cases of fraud and/or bribery within the Company. Management has not identified

areas of elevated risk of fraud and/or bribery. The Company operates in the Netherlands which has a

low inherent risk in this respect. Nonetheless, management wants to avoid the risk of fraud and/or

bribery given potential impact and has implemented several measures to address this risk.

Among these measures are the following:



Having corporate policies in place such as our code of conduct;



Policies procedures and controls in respect of approval and processing of contracts;



Policies, procedures and controls in respect of accounting systems;



Policies, procedures and controls in respect of payments; and



Finance organization with direct board-level supervision.

Statement on Risk Management and Internal Control (VOR)

The Executive Board is responsible for the design, implementation and operation of the Company’s

internal risk management and control system. This system is intended to provide reasonable assurance

that the principal risks and uncertainties to which the Company is exposed are identified and managed

in line with the Company’s risk appetite, and that the financial reporting does not contain material

misstatements.

In 2025, the Executive Board performed its annual assessment of the design and operating effectiveness

of the internal risk management and control system. This assessment covered, among others, the main

risk categories described in the section “Risk Management and Control” of this management report:

strategic and investment risks, financial and liquidity risks, operational and IT (including cyber and

outsourcing) risks, and compliance and reporting risks. The assessment also took into account the

Company’s zero-tolerance approach to fraud and bribery and the related control measures.

On the basis of this assessment and given the nature and scale of the Company’s operations, the

Executive Board is of the opinion that the internal risk management and control system functioned

adequately in 2025 and provides reasonable assurance that the financial reporting for the year ended

31 December 2025 does not contain material misstatements. With regard to non-financial information

included in this annual report, the Executive Board is of the opinion that the current internal risk

management and control system provides at least a limited level of assurance, recognising that

processes and controls in this area are being further developed.

The assessment did not identify material deficiencies in the internal risk management and control

system that the Executive Board considers to have resulted in material misstatements in the Company’s

financial reporting. The Executive Board has, however, identified certain areas for further improvement,

including continued documentation and standardisation of key controls in the financial reporting

process, further strengthening of IT general controls where relevant, and ongoing enhancement of the

compliance and reporting framework. Actions to address these improvement areas have been initiated

and will be monitored by the Executive Board and discussed with the Supervisory Board.

In performing its going concern assessment, the Executive Board has considered the Company’s current

financial position, liquidity and funding arrangements. On the basis of this assessment, the Executive

Board believes that it is justified to prepare the 2025 financial statements on a going concern basis. The

material risks and uncertainties that could affect the Company’s continuity in at least the twelve months

following the date of this report have been adequately disclosed in this management report and the

notes to the consolidated financial statements.

Taking into account the above, and to the best of its knowledge, the Executive Board declares that:



this management report provides sufficient insight into any significant deficiencies in the

functioning of the internal risk management and control system, to the extent such deficiencies

have been identified;



the internal risk management and control system provides a reasonable level of assurance that

the financial reporting for the year ended 31 December 2025 does not contain material

misstatements; and



it is justified, considering the current state of affairs, that the financial statements have been

prepared on a going concern basis and that the material risks and uncertainties relevant to the

Company’s continuity for a period of at least twelve months after the date of this report have

been appropriately disclosed.

Statements from the Executive Board

In control statement

The Executive Board is responsible for the internal risk management and control systems and the

assessment of the effectiveness thereof. The Executive Board believes that there are adequate systems

of monitoring and reporting, and that it has taken adequate steps to implement an appropriate risk

management and internal control system. The system provides, with reasonable certainty, reliable

internal and external information. These reports supply adequate information to determine how far the

Company is achieving the strategic goals it has set and assurance that the Company is operating within

the boundaries of the law.

Our systems significantly reduce, but cannot fully eliminate, the possibility of poor judgment in decision-

making, human errors, abuse and control processes being deliberately circumvented by employees and

others, management overriding controls and the occurrence of other unforeseeable circumstances.

Another limiting factor is the need to consider the relative costs and benefits of risk responses. A

properly designed and implemented risk management and internal control system will therefore provide

reasonable, but not absolute, assurance that a company will not be hindered in achieving its business

objectives, in orderly and legitimate conduct of its business. It can also not provide absolute insurance

that a misstatement in the financial reporting would be prevented or detected. In this context,

reasonable assurance refers to a degree of assurance that would be satisfactory for a prudent manager

in the management of his affairs in the given circumstances.

Notwithstanding the foregoing and in view of the above, the Executive Board makes the following

statement:



The Executive Board is of the opinion that it has implemented an internal risk management and

control system that is adequate and effective, suitable for the Company’s business;



The annual management report provides sufficient insights into any failings in the effectiveness

of the internal risk management and control systems, to the extent applicable. Reference is

made to the section Risk Management and Control, starting on page 28;



The internal risk management and control system provides a reasonable assurance that the

financial reporting does not contain any material inaccuracies. Reference is made to the section

Risk Management and Control, starting on page 28;



Based on the current state of affairs, it is justified that the financial reporting is prepared on a

going concern basis. Reference is made to the section in the financial statements; and



The annual management report states those material risks and uncertainties that are relevant

to the expectation of the Company’s continuity for at least the period of twelve months after

the preparation of the report.

Corporate governance statement

The Executive Board declares that the information required by Articles 3, 3a and 3b of the Decree on

the Management Board's Report ('Besluit Inhoud Bestuursverslag') is included in the sections:



Risk Management and Control, starting on page 28 and;



Corporate Governance, starting on page 22.

All to the extent that the disclosure requirements apply to the Company.

Compliance with the Corporate Governance Code

The Company complies with the principles and the relevant best practice provisions of the Dutch

Corporate Governance Code 2025 (the “Code”), as adopted in March 2025 and applicable to financial

years beginning on or after 1 January 2025. The Code is available on the website of the Monitoring

Committee Corporate Governance Code:

www.mccg.nl

Information pursuant to the Decree Article 10 Takeover Directive

The Executive Board declares that the information required by the Decree Article 10 Takeover Directive

('Besluit Artikel 10 Overnamerichtlijn') is included in the section Corporate Governance, starting on page

22 and the section Investor Relations, starting on page 34, to the extent that the disclosure requirements

apply to the Company.

Statutory ﬁnancial statements and management report

The following sections of this Annual Report form the annual management report (“bestuursverslag”)

within the meaning of article 2:391 of the Dutch Civil Code (and related Decrees):



Letter from the Executive Board



Financial Review



Outlook for Financial Year 2026



Governance, with the exception of the Report from the Supervisory Board and the

Remuneration Report; and



Investor Relations.

The annual financial statements within the meaning of article 2:361 of the Dutch Civil Code are included

in the section Financial Statements, starting on page 36.

Responsibility statement

In accordance with the EU Transparency Directive as incorporated in chapter 5.25c paragraph 2 sub c of

the Dutch Financial Supervision Act ('Wet Financieel Toezicht'), the Executive Board confirms to the best

of its knowledge that:

The annual financial statements for the year ended 31 December 2025, give a true and fair view

of the assets, liabilities and financial position and comprehensive income of ER Capital N.V.;

The annual management report presented in the Annual Report gives a true and fair view of ER

Capital N.V. as of 31 December 2025, and the state of affairs during the financial year to which the report

relates; and

The annual management report describes the principal risks the Company is facing.

Rotterdam, 29 April 2026

S. Eelkman Rooda, CEO

Investor Relation Information

Objectives

ER Capital N.V.’s Investor Relations (IR) activities are aimed at building and maintaining long-term

relationships with its shareholders and investors.

The overall goal is to increase transparency, minimize information asymmetry, to support liquidity of the

Company’s shares and to reduce stock price volatility. As the case may be, we maintain and develop

relations with analysts with the aim to clarify our strategy and achievements. We communicate in a

transparent manner with detailed, clear and timely information to existing and potential shareholders,

financial analysts and the media. We also operate an open-door policy with regard to enquiries from

(potential) capital market participants.

ER Capital N.V. provides its shareholders and financial market stakeholders with similar and simultaneous

information about potentially price sensitive matters and is very careful with contacts between Company

executives and shareholders and analysts.

ER Capital N.V. will not engage in actions that might compromise analyst independence and does not

assess, comment on or correct – other than factually – any analysts’ reports or analyst valuations.

ER Capital N.V. communicates with shareholders and financial market participants through regular

meetings such as the Annual General Meeting of Shareholders or bilateral meetings as the case may be.

Bilateral meetings are organized to ensure that (potential) shareholders receive a balanced and

comprehensive view of our performance and strategy and the issues ER capital N.V. faces in the

execution of its goals. In all our contacts we are always careful to observe the rules on fair disclosure,

equal treatment of shareholders, insider trading and transparency in all our communications.

Communication with capital markets

ER Capital N.V. publishes an annual report and a half-year report. In addition, ER Capital N.V. keeps its

stakeholders informed through press releases. ER Capital N.V. also issues press releases of a commercial

or strategic nature, if and when the Company deems that to be of interest to its stakeholders.

Commercial sensitivity may prevent us from disclosing contract details (such as names, transaction value

etc.). ER Capital N.V.’s policy is to issue a press release when it engages in a transaction of a strategic

nature or when ER Capital N.V. engages in a strategic partnership.

Contacts with the capital markets are coordinated centrally by the Executive Board in close cooperation

with the other departments.

Substantial shareholdings

In the context of the requirement for investors to report substantial holdings and gross short positions,

stakes of 3% or more in the Company’s issued share capital must be reported to the Dutch Authority for

the Financial Markets (AFM).

The table below lists shareholdings (excluding potential interests) based on the Company’s shareholder

total number of outstanding share capital of the Company.

The Company notes that the shareholder register may reflect more recent changes in shareholdings than

those included in the AFM register, as notifications to the AFM are dependent on timely updates by

shareholders. Consequently, the shareholdings included in the AFM register may differ from those

presented above.

Substantial shareholdings (art. 5:43 Financial Supervision Act ["Wft"])

Shareholder

% of shares

Stichting Administratiekantoor ER Capital

55.00%

Overhill Holding B.V. (S.J. Eelkman Rooda)

18.52%

ER Capital Multifeeder I B.V.

7.43%

ERC Investments B.V.

6.01%

Consolidated statement of comprehensive income

For the year ended 31 December 2025

(x € 1,000)

Note

2025

2024

Gross rental income

4,719

3,164

Service costs recharged to tenants

999

567

Service costs

-1,190

-785

Service costs not recharged

-190

-218

Property operating expenses

-854

-887

Net rental income

3,675

2,059

Changes in fair value of investment

properties

-895

1,561

Net result from investments

2,780

3,620

Other Income

164

Administrative costs

-6,340

-2,679

Depreciation of right-of-use assets

-74

-12

Depreciation tangible fixed assets

-23

-26

Total costs

-6,437

-2,717

Operating result

-3,491

952

Financial income

426

Financial expenses

-3,661

-2,243

Result before tax

-6,726

-1,254

Corporate income tax

-277

-616

Result after tax

-7,003

-1,870

Other comprehensive

income/expense

Total comprehensive income /

expense for the year

-7,003

-1,870

Total comprehensive income /

expense attributable to:

Shareholders

-6,735

-1,870

Non-controlling interests

-268

Total comprehensive income for the

year

-7,003

-1,870

Basic earnings per share

(€)

-0.64

Diluted earnings per share (€)

-0.64

The current ﬁnancial year covers a period of 15 months from 1 October 2024 to 31 December 2025 for former Titan N.V.

Consolidated statement of financial position

For the year ended 31 December 2025

(before profit appropriation x € 1,000)

Note

31 December 2025

31 December 2024

Assets

Intangible fixed assets

885

518

Investment property

90,841

58,510

Tangible fixed assets

106

Right-of-use assets

341

415

Financial fixed assets

472

3,019

Deferred tax assets

1,279

1,284

Total non-current assets

93,903

63,852

Trade and other receivables

1,027

625

Cash and cash equivalents

1,711

1,828

Total current assets

2,738

2,453

Total assets

96,641

66,305

Shareholders' equity

Issued share capital

2,155

386

Share premium reserve

18,124

17,803

Revaluation reserve

4,035

Other reserves

-8,466

-10,658

Treasury shares

-2,035

NCI

-88

Total result for the year attributable

to shareholders

-6,735

-1,870

Shareholders' equity

2,956

9,696

Liabilities

Interest bearing loans

72,682

45,233

Deferred tax liabilities

7,235

3,985

Provisions

2,598

2,594

Other non-current liabilities

1,240

871

Lease liabilities

359

422

Non-current liabilities

84,113

53,105

Interest bearing loans

6,750

1,768

Trade and other payables

856

243

Other current liabilities

1,898

1,429

Lease liabilities

Current liabilities

9,573

3,504

Total liabilities

93,686

56,609

Total shareholders' equity and

liabilities

96,641

66,305

Consolidated cash flow statement

(x € 1,000)

Note

2025

2024

€

Operating activities

Result before tax

-6,726

-1,254

Adjustments

Listing service expense (Titan N.V.) IFRS 2

1,887

Financial income

-426

-37

Financial expenses

3,661

2,243

Depreciation of right-of-use assets

Depreciation of tangible assets

Write-off of intangible assets

Revaluation of investment property

895

-1,561

Increase/decrease in provision third

party profit share

504

Total adjustments

6,165

1,187

Changes in working capital

Decrease/(increase) in trade and other receivables

-401

-214

Increase/(decrease) in trade and other payables

583

299

Total changes in working capital

182

Cash generated from/used in operations

-379

Interest paid

-3,134

-1,726

Interest received

426

Taxes (payroll, turnover) paid

-92

-153

Net cash from operating activities

-3,178

-1,824

Investing activities

Investments in investment property

-16,815

-19,901

Proceeds from disposal of investment

property

1,076

Investment in financial assets

-2,600

Repayment financial fixed asset loan

-115

-64

Acquisition of subsidiary ERC KCN B.V., net of cash acquired

-785

Acquisition of subsidiary ERC Vastgoed Fondsmanagement

B.V., net of cash acquired

-154

Net cash (used in)/from investing activities

-16,793

-22,565

Financing activities

Dividends paid

-610

-589

Proceeds from loans

27,982

35,047

Repayment of loans

-5,393

-12,592

Purchase of treasury shares

-2,035

Repayment of lease liabilities

-90

-22

Issued share capital

3,268

Net cash (used in)/from financing activities

19,854

25,112

Net increase/(decrease) in cash and cash equivalents

-117

723

Cash and cash equivalents as at 1 January

1,828

1,105

Cash and cash equivalents as at 31 December

1,711

1,828

Reverse acquisition and legal demerger

On 30 June 2025, the Group completed a reverse acquisition through a legal demerger involving Titan

N.V. The transaction was settled through the issuance of shares and did not result in a cash inflow or

outflow. Accordingly, it has been excluded from the consolidated statement of cash flows in accordance

with IAS 7.

Acquisition of subsidiaries

During the year, the Group acquired control over ERC KCN B.V. and

ERC Vastgoed Fondsmanagement B.V.

The cash considerations amounted to €0.9 million in total. The net cash outflow has been presented

within investing activities in the consolidated statement of cash flows.

Dividend Titan

Dividends paid by Titan N.V. prior to the reverse acquisition on 30 June 2025 have not been included in

the consolidated statement of cash flows, as these relate to the accounting acquiree prior to obtaining

control.

Statement of consolidated changes in equity

For the year ended 31 December 2025

(x € 1,000)

Statement of consolidated changes in equity

For the year ended 31 December 2024

(x € 1,000)

Consolidated

Issued

share capital

premium

Revaluatio

n reserve

Other

reserves

Treasury

Result for

the year

Reverse

acquisition

reserve

Titan

NCI

Shareholders

' equity

€

Balance as of january 1

386

17,803

4,035

-10,658

-1,870

9,696

Shares issuance

- Cancellation of existing shares (ERC N.V.)

-386

- Allotment of new shares (former Titan N.V.)

1,950

Share premium contributions

- Conversion share premium to share capital

-1,564

Reclassification of incorrectly recognised revaluation reserve (2024)

-4,035

4,035

Dividend

-482

-2,829

-3,311

Purchase treasury shares

-2,035

Reverse acquisition reserve Titan

205

3,338

3,543

Listing service expense (Titan N.V.) IFRS 2

1,887

Acquisition of subsidiary (recognition NCI)

180

Profit appropration 2024

-1,870

1,870

Contributions from and to shareholders

2,155

18,124

-8,975

-2,035

509

180

9,959

Total result for the year 2025 attributable to shareholders

-6,735

Profit/(loss) attributable to NCI

-268

Other comprehensive income / expense

Total comprehensive income / expense for the year

-6,735

-268

-7,003

Balance as of december 31

2,155

18,124

-8,975

-2,035

-6,735

509

-88

2,956

Issued share

capital

premium

Revaluation

reserve

Other

reserves

Result for

the year

Shareholders'

equity

€

Balance as of january 1

311

14,209

2,955

-7,280

-1,669

8,527

Shares issuance

- Issuance of new shares

- debt converted shares

Share premium contributions

- Issuance of new shares

3,214

- debt converted shares

380

Movement for revaluation

1,080

-1,080

Dividend

-629

Profit appropration 2023

-1,669

1,669

Contributions from and to shareholders

386

17,803

4,035

-10,658

11,566

Total result for the year

-1,870

Other comprehensive income / expense

Total comprehensive income / expense for the year

-1,870

Balance as of december 31

386

17,803

4,035

-10,658

-1,870

9,696

Notes to the Consolidated Financial Statements

Corporate Information

ER Capital N.V. (the “Company” or “ER Capital”) is a public company with limited liability (naamloze

vennootschap) incorporated under the laws of the Netherlands, with its statutory seat in Rotterdam and

its registered office at Westplein 9a, 3016 BM Rotterdam, the Netherlands (Dutch Chamber of

Commerce number: 29046021, LEI code: [7245O0IS1M4H9S4SDD39]). The Company’s ordinary shares

are admitted to listing and trading on Euronext Amsterdam under the trade name ER Capital N.V. and

ticker symbol “ERC”. As an issuer whose securities are admitted to trading on a regulated market in the

Netherlands, the Company qualifies as an organisation of public interest (“organisatie van openbaar

belang”). In these consolidated financial statements, the names “ER Capital” or “the Company” are used

to refer to ER Capital N.V.

At 31 December 2025, the Company’s issued share capital consisted of 21,555,030 shares in ER Capital

N.V., comprising 2,050,154 ordinary shares that were admitted to listing and trading on Euronext

Amsterdam and 15,452,908 ordinary shares that had been issued but were, as at that date, still pending

admission to listing on Euronext Amsterdam (see also the Information Document on the Website of ER

Capital N.V.).

As at the date of publication of these financial statements, these 15,452,908 ordinary

shares have still not been admitted to listing and trading on Euronext Amsterdam.

The activities of ER Capital N.V. and its subsidiaries primarily consist of obtaining, developing, managing,

exploiting, encumbering and, in limited cases, disposing of commercial real estate located in the

Netherlands, as well as holding and managing related property and assets in general.

On 30 June 2025, a legal demerger of the former privately held ER Capital N.V. became effective. As part

of this transaction, all assets and liabilities of that entity were transferred under universal succession of

title to three subsidiaries of Titan N.V. In connection with the demerger, Titan N.V. effectively acquired

the ER Capital business and settled the consideration through the allotment of new ordinary shares to

the former shareholders of ER Capital N.V. Following completion of the transaction, Titan N.V. changed

its statutory name to ER Capital N.V., and the listing on Euronext Amsterdam was updated to the current

trade name ER Capital N.V. with ticker symbol “ERC”. ABN AMRO Bank N.V. (“ABN AMRO”) acts as listing

and paying agent and maintains the shareholder register of the Company.

The consolidated financial statements for the year ended 31 December 2025 were authorized for issue

by the Executive Board on 29-4-2026.

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial

Reporting Standards as adopted by the European Union (IFRS-EU) and with Part 9 of Book 2 of the Dutch

Civil Code (“DCC”). The financial statements are prepared on a going-concern basis and presented in

EUR, and all amounts are rounded to the nearest thousand (€ x 1,000), unless stated otherwise.

Going concern and liquidity

The Executive Board has prepared cash flow projections for a period of at least twelve months from

the date of approval of these financial statements. These projections are based on internally approved

budgets and include different scenarios, taking into account contracted rental income, potential

structuring fee income upon the establishment of funds and continued access to financing.

A conservative scenario has also been prepared, which does not assume the realisation of uncommitted

transactions or pipeline activities.

Based on this assessment and taking into account the available mitigating measures, the Executive Board

has a reasonable expectation that the Company will have sufficient liquidity to meet its financial

obligations for the relevant period. Accordingly, the financial statements have been prepared on a going

concern basis.

Reverse acquisition

- Accounting acquirer and accounting acquiree

With effect from 30 June 2025, ER Capital N.V. was legally demerged (juridische driehoekssplitsing)

pursuant to Title 7, Book 2 of the Dutch Civil Code. As a result, ER Capital N.V. ceased to exist. Its assets

and liabilities were transferred under universal title to three newly incorporated subsidiaries of Titan

N.V.: ERC Tussenholding I B.V., ERC Tussenholding II B.V. and ERC Vastgoed Holding B.V. In exchange, Titan

N.V. issued shares directly to the former shareholders of ER Capital N.V. Following completion of the

transaction, the former shareholders of ER Capital N.V. obtained control of the combined entity.

Although Titan N.V. is the legal parent and listed entity, the transaction has been accounted for as a

reverse acquisition, whereby ER Capital N.V. is identified as the accounting acquirer and Titan N.V. as the

accounting acquiree.

Management assessed whether Titan N.V. meets the definition of a business in accordance with IFRS 3.

At the acquisition date, Titan N.V. had no employees, no substantive processes and no revenue-

generating activities. Its assets consisted primarily of cash and limited liabilities. Accordingly, it was

concluded that Titan N.V. does not constitute a business and the transaction does not fall within the

scope of IFRS 3.

The transaction has therefore been accounted for as a share-based payment transaction, whereby ER

Capital N.V. is deemed to have issued shares in exchange for the listing status of Titan N.V. The excess of

the fair value of the equity instruments deemed to have been issued over the fair value of the identifiable

net assets acquired has been recognised as a listing expense in profit or loss.

As a result of the reverse acquisition, the consolidated financial statements represent a continuation of

ER Capital N.V. The assets and liabilities of ER Capital N.V. are recognised at their historical carrying

amounts and the retained earnings and other equity balances reflect those of ER Capital N.V. The equity

structure presented reflects the legal capital structure of Titan N.V., including shares issued as part of

the transaction, adjusted to give effect to the reverse acquisition.

Comparative information presented in these consolidated financial statements relates to ER Capital N.V.

for the year ended 31 December 2024. Comparative information of Titan N.V. has not been presented,

as it does not represent the continuing operations of the Group.

Prior to the transaction, Titan N.V. prepared financial statements for a reporting period ending 30

September. Following the reverse acquisition, the reporting period has been aligned to 31 December,

reflecting the fact that the consolidated financial statements represent a continuation of ER Capital N.V.

as the accounting acquirer.

The fair value of the equity instruments deemed to have been issued has been determined based on

2,050,154 shares at a price of €1.01 per share, resulting in a total fair value of €2.1 million. The share

price of €1.01 is based on management’s assessment of fair value at the acquisition date, taking into

account relevant market and transaction-specific considerations, and is considered to represent a

reliable measure of fair value in accordance with IFRS 2.46–2.47 and IFRS 2.49. The fair value of the

identifiable net assets acquired amounted to €0.2 million. The resulting difference of €1.9 million has

been recognized as a listing expense in profit or loss in accordance with IFRS 2.

Pursuant to the exchange ratio applied in the demerger, the former shareholders of ER Capital N.V.

received in aggregate 15,452,908 ordinary shares, 4,051,868 cumulative preference shares and 100 class

M shares in Titan N.V., each with a nominal value of €0.10. This represents approximately 90.5% of the

total issued share capital of Titan N.V. following completion. The pre-existing shareholders of Titan N.V.

retained 2,050,154 shares, representing the remaining 9.5%. Total issued share capital of Titan N.V.

following the demerger amounted to 21,555,030 shares

Reporting periods

Prior to the transaction of the legal demerger (30 June 2025), former Titan N.V. applied a financial year

ending on 30 September 2025. Following the transaction, Titan N.V.’s financial year was statutorily

extended to 31 December 2025, resulting in a financial reporting period of 15 months from 1 October

2024 to 31 December 2025 of the accounting acquiree.

For the purposes of the consolidated financial statements for the year ended 31 December 2025, former

Titan N.V.’s results have been included based on this extended reporting period. This approach is

considered appropriate by management, as former Titan N.V. did not represent the continuing business

of the Group prior to the transaction.

Comparative information

The comparative figures presented in these consolidated financial statements for the year ended 31

December 2024 are based on the audited consolidated financial statements of ER Capital N.V. (old).

The historical financial information of former Titan N.V. for the year ended 30 September 2024 has not

been presented as comparative information in the consolidated financial statements, as former Titan

N.V. did not represent the continuing business of the Group prior to the transaction. Titan’s historical

financial information has been used solely for the purpose of determining the accounting consequences

of the transaction, including the business combination disclosures.

In the separate financial statements

of ER Capital N.V., comparative information is presented based on the historical financial statements of

former Titan N.V., being the legal parent entity.

Implications of new, amended and improved standards

A number of new standards and amendments to standards and interpretations are effective for annual

periods beginning after 1 January 2025. These standards and amendments did not have an impact on

these consolidated financial statements:

Amendments to IAS 1, “Presentation of Financial Statements: Classification of Liabilities as

Current or Non-current Liabilities with Covenants”;

Amendments to IFRS 16”, ‘Leases: Lease Liability in a Sale and Leaseback”;

Amendments to IAS 7, “Statement of Cash Flows” and IFRS 7, “Financial Instruments:

Disclosures: Supplier Finance Arrangements”.

In addition, the Group notes the forthcoming issuance of IFRS 18 Presentation and Disclosure in Financial

Statements (effective 1 January 2027). The standard will primarily affect the structure and presentation

of primary financial statements without changing underlying recognition or measurement principles.

The Group does not expect a material impact from its implementation.

In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure

requirements while still applying the recognition, measurement and presentation requirements in other

IFRS accounting standards. To be eligible at the end of the reporting period, an entity is required to be a

subsidiary as defined in IFRS 10, it cannot have public accountability and has a parent (ultimate or

intermediate) that prepares consolidated financial statements, available for public use, which comply

with IFRS accounting standards. IFRS 19 will become effective for reporting periods beginning on or after

1 January 2027, with early application permitted. As the Group’s equity instruments are publicly traded,

it is not eligible to elect to apply IFRS 19.

Significant accounting estimates and judgements

The preparation of the consolidated financial statements involves making judgments, estimates and

assumptions with respect to the recognition and measurements of assets, liabilities, income and

expenses. Estimates and judgements will be continually evaluated based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under the

circumstances. In the future, actual experience may differ from these estimates and assumptions. The

estimates and assumptions that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are discussed below. For more detailed

information, we refer to the applicable notes.

Significant judgements

Identification of the accounting acquirer

Management applied significant judgement in identifying ER Capital N.V. (old) as the accounting acquirer

for the purposes of these consolidated financial statements.

This assessment is based on the fact that, following the transaction, the former shareholders of ER

Capital N.V. (old) obtained the majority of the voting rights in the listed entity, substantially all activities,

assets and revenues of the combined Group originate from the ER Capital business, and the

management and key decision-making functions of the Group are those of ER Capital N.V.

Based on these factors, management concluded that Titan N.V. qualifies as the accounting acquiree,

notwithstanding the legal form of the transaction.

Classification of Properties as Investment Property or Property, Plant, and Equipment

Management has judged that properties held for long-term rental income or capital appreciation are

classified as investment properties under IAS 40 and measured at fair value.

Determination of asset acquisition or business combinations

A business combination is a transaction or other event in which the Company obtains control of one or

more businesses. The Company applies the purchase method of accounting to such transactions. New

acquisitions in 2025 relates to the following transactions:

Asset acquisition

- Investment property Zeist in ERC Vastgoed IV B.V.

In May 2025, the Group acquired the investment property located at Zeist. Management assessed

whether these transactions met the definition of a business in accordance with IFRS 3

Business

Combinations

Based on the nature of the acquired assets, which comprise leased real estate without the transfer of

substantive processes, employees or systems, management concluded that the transaction represents

asset acquisitions rather than business combinations. Accordingly, the acquisition has been accounted

for as asset acquisition.

Asset acquisition

- Investment property Boreelkazerne in Stichting ERC Subfonds I

In October 2025, the Boreelkazerne property was acquired via an asset deal and is held in Stichting ERC

Subfonds I (Boreel). Control arises from ER Capital N.V.’s power over the relevant activities, its exposure

to variable returns through financing arrangements, and its ability to use its power to affect those

returns. Stichting Boreelkazerne operates as a structured entity, established for the sole purpose of

acquiring and holding a single property. No non-controlling interests are recognised as at 31 December

2025, as no external investors have yet participated. Management has judged that this acquisition

qualifies as an asset acquisition and does not constitute a business combination under IFRS 3.

Business combination - control over ER Capital Vastgoed Fondsmanagement B.V.

Management applied significant judgement in determining that ER Capital N.V. obtained control over

ER Capital Vastgoed Fondsmanagement B.V. on 24 January 2025. Only 49% of the shares were legally

transferred at that date, the remaining 51% interest was prepaid under the share purchase agreement

and decision-making rights were retained by the sellers.

Based on substance over legal form, management concluded that ER Capital N.V. had power over the

relevant activities, exposure to variable returns, and the ability to use its power to affect those returns

in accordance with IFRS 10. Consequently, the acquisition was accounted for as a business combination

and the entity was consolidated from the acquisition date.

Business combination – control over the KCN Group B.V.

Management applied significant judgement in assessing control over ERC KCN B.V. and its wholly-owned

subsidiaries ERC Tower B.V., ERC Life B.V. and Be Sure B.V. Although ER Capital N.V. holds an indirect equity

interest of 32%, management concluded that control was obtained in accordance with IFRS 10.

This conclusion is based on de facto control, as ER Capital N.V. has the power over the relevant activities

that significantly affect the returns of the KCN Group, is exposed to variable returns, and has the ability

to use its power to affect those returns. As a result, the KCN Group is fully consolidated, with non-

controlling interests recognised for the remaining equity interests held by investors outside the Group.

Significant estimates

Valuation of investment properties

Fair value is the market value that would be paid by market participants at the measurement date and

adjusted, if necessary, for the differences in the nature, location or condition of the specific asset. Fair

values of investment properties are determined by the Executive Board based on appraisals that are

performed by professional independent certified appraisers who hold recognized professional

qualifications and have experience in the location and category of the investment property being valued.

A full valuation is performed every year and/or in case of a triggering event. The independent appraisers

are instructed to determine the fair value of the property in accordance with the International Valuation

Standards (IVS) and the Dutch Register for Commercial Real Estate Valuers (NRVT) adopting three

valuation methods, the Capitalisation Approach, the Discounted Cash Flow Method and the Comparative

method. These guidelines contain mandatory rules and best practice guidelines for valuers. The

remuneration of the appraisers is based on a fixed fee per property. Appraisals are based on assumptions

that include the estimated rental value of the property in operation, net rental income, future capital

expenditure and the market yield of the property. As a result, the value of the property in operation is

subject to a degree of uncertainty. The actual outcomes may therefore differ from the assumptions. This

may have a positive or negative effect on the value of the property in operation, and consequently on

the result.

Included under the investment property in operation is a highest and best use valuation for the

redevelopment of a commercial office to a residential redevelopment. This valuation includes various

assumptions using the residual value method. The significant assumptions included are the market

yields, estimated construction costs, projected sales as well as risk reductions for risk and profit until

completion must be estimated.

For further details on the valuation of investment properties, reference is made to Note 3.

Valuation of deferred tax assets and liabilities

In accordance with IAS 12 Income Taxes, the Group recognizes deferred tax assets and liabilities based

on temporary differences between the carrying amounts of assets and liabilities in the consolidated

financial statements and their respective tax bases. Deferred tax assets are recognized for deductible

temporary differences, unused tax losses carried forward, and unused tax credits, to the extent that it is

probable that sufficient taxable profits will be available in the future against which these can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences, except where the Group is able

to control the reversal of the temporary difference and it is probable that the temporary difference will

not reverse in the foreseeable future.

The valuation of deferred tax assets involves significant management judgment and estimation

uncertainty due to the inherent complexities in forecasting future taxable profits. This assessment

requires the Group to evaluate the availability of future taxable income, taking into account projected

taxable profits, deductible expenses, and the time horizon available for the utilization of tax losses

carried forward, in accordance with applicable tax regulations. Key assumptions include expectations

regarding future business performance, market conditions, and the timing of the reversal of temporary

differences. These estimates are based on the Group’s strategic plans, historical financial performance,

and current market insights, but are subject to uncertainties that may impact the recoverability of

deferred tax assets.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period

when the asset is realized or the liability is settled, based on tax rates and tax laws that have been

enacted or substantively enacted by the reporting date. Changes in tax legislation, rates, or

interpretations may result in adjustments to the carrying amounts of deferred tax assets and liabilities,

with corresponding impacts recognized in profit or loss or, where applicable, in other comprehensive

income or directly in equity, depending on the underlying transaction.

The Group regularly reviews the carrying amounts of deferred tax assets to ensure their recoverability.

If it becomes probable that sufficient taxable profits will not be available, the carrying amount of

deferred tax assets is reduced, with the adjustment recognized in profit or loss. Conversely, if new

information indicates that additional taxable profits will be available, previously unrecognized deferred

tax assets may be recognized to the extent that recoverability is deemed probable. The assumptions and

estimates underpinning these valuations are disclosed in further detail in Note 11 and Note 16 to the

consolidated financial statements, including sensitivities to key inputs and potential impacts of changes

in those assumptions.

Leases

- Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in leases where it is the lessee, therefore,

it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that

the Group would have to pay to borrow over a similar term, and with a similar security, the funds

necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic

environment. The IBR, therefore, reflects what

the Group ‘would have to pay’, which requires estimation

when no observable rates are available (such as for subsidiaries that do not enter into financing

transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for

example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using

observable inputs (such as market interest rates) when available and is required to make certain entity-

specific estimates (such as the subsidiary’s stand-alone credit rating).

Group relationships

The consolidated financial statements encompass the financial data of ER Capital N.V. and its group

companies as at 31 December 2025. Group companies are defined as legal entities and undertakings

over which ER Capital N.V. exercises control, in accordance with the principles outlined in IFRS 10 -

Consolidated Financial Statements.

Group companies are fully consolidated from the date on which control is acquired and are

deconsolidated upon the date that such control ceases. The line items within the consolidated financial

statements are determined based on uniform accounting policies applied consistently across the group.

Intra-group transactions and resulting profits and losses are eliminated in their entirety to ensure the

integrity of the consolidated figures. ER Capital N.V. is the ultimate parent company of the Group. The

ultimate shareholder of ER Capital N.V. is Overhill B.V., incorporated in the Netherlands.

The consolidation incorporates the financial information of ER Capital N.V. and the following group

companies:

Name, statutory registered office	Share in issued capital	Included in
	%	consolidation
ERC Vastgoed I B.V.	100.00	Yes
Rotterdam
ERC Vastgoed II B.V.	100.00	Yes
Rotterdam
ERC Vastgoed III B.V.	100.00	Yes
Rotterdam
ERC Vastgoed IV B.V.	100.00	Yes
Rotterdam
ERC Vastgoed V B.V.	100.00	Yes
Rotterdam
ERC Vastgoed VI B.V.	100.00	Yes
Rotterdam
ERC Vastgoed VII B.V.	100.00	Yes
Rotterdam
ERC Vastgoed VIII B.V.	100.00	Yes
Rotterdam
ERC Vastgoed IX B.V.	100.00	Yes
Rotterdam
ERC Vastgoed X B.V.	100.00	Yes
Rotterdam
ERC Vastgoed XI B.V.	100.00	Yes
Rotterdam
ERC Vastgoed XII B.V.	100.00	Yes
Rotterdam
ERC Vastgoed XIII B.V.	100.00	Yes
Rotterdam
ERC Vastgoed XIV B.V.	100.00	Yes
Rotterdam
ERC Vastgoed XV B.V.	100.00	Yes
Rotterdam
ERC Investments B.V.	100.00	Yes
Rotterdam
ER Services en Administraties B.V.	100.00	Yes
Rotterdam
ERC Support B.V.	100.00	Yes
Rotterdam
ER Capital Finance N.V.	100.00	Yes
Rotterdam
ERC Capital Corporate Finance B.V.	100.00	Yes
Rotterdam
ERC Capital Vastgoed Management Beheer B.V.	100.00	Yes
Rotterdam
ERC Vastgoed Holding B.V.	100.00	Yes
Rotterdam
ERC Tussenholding I B.V.	100.00	Yes
Rotterdam

ERC Tussenholding II B.V.	100.00	Yes
Rotterdam
ER Capital CDC & Fondsmanagement B.V.	100.00	Yes
Rotterdam
ERC CDC Management B.V.	100.00	Yes
Rotterdam
ER Capital Vastgoed Fondsmanagement B.V.	49.00	Yes
Rotterdam
Stichting ERC Subfonds I (Boreel)	100.00	Yes
Rotterdam
ERC KCN B.V.	32.00	Yes
Rotterdam
ERC Tower B.V.	32.00	Yes
Rotterdam
ERC Life B.V.	32. 00	Yes
Rotterdam
Be Sure B.V.	32.00	Yes
Rotterdam

ER Capital Vastgoed Fondsmanagement B.V.

On 24 January 2025, the Group obtained control over Van Boom & Slettenhaar Fondsmanagement B.V.

(subsequently renamed ER Capital Vastgoed Fondsmanagement B.V.) through the acquisition of 49% of

the issued share capital. The remaining 51% interest has been prepaid under the share purchase

agreement but had not yet been legally transferred as at the reporting date. Although ER Capital N.V.’s

legal ownership interest is below 50% as at 31 December 2025, ER Capital N.V. has control over ER Capital

Vastgoed Fondsmanagement B.V. in accordance with IFRS 10. Control is assessed based on substance

over form and arises from the fact that ER Capital N.V. has the power over the relevant activities that

significantly affect the returns of the entity, is exposed to variable returns, and has the ability to use its

power to affect those returns. Accordingly, ERC Vastgoed Fondsmanagement B.V. is classified as a

subsidiary and is fully consolidated in the consolidated financial statements of ER Capital N.V. as at 31

December 2025. No non-controlling interests are recognised, as no external parties hold substantive

rights to the results or net assets of the entity at the reporting date. As per 31 December 2025, ER Capital

N.V. has no control over the existing funds (B&S Vastgoed XVIII C.V.), managed by ER Capital Vastgoed

Fondsmanagement B.V.

Stichting ERC Subfonds I (Boreel)

In October 2025, the Boreelkazerne property was acquired via an asset deal and is held in Stichting ERC

Subfonds I (Boreel). As at 31 December 2025, ER Capital N.V. (indirectly) has control over the relevant

activities of the structure and bears substantially all risks and rewards. Stichting ERC Subfonds I (Boreel)

is therefore fully consolidated in the ER Capital N.V. Group financial statements as from the acquisition

date. No non-controlling interests are recognised as at 31 December 2025, as no external investors have

yet participated.

ERC KCN B.V.

In December 2025, ER Capital N.V. obtained control over ERC KCN B.V. and its wholly-owned subsidiaries

ERC Tower B.V., ERC Life B.V. and Be Sure B.V. (together referred to as the KCN Group). ER Capital N.V.

holds an indirect equity interest of 32% in ERC KCN B.V. through ERC Investments B.V., a wholly-owned

subsidiary of ER Capital N.V., while the remaining equity interests are held by investors outside the ER

Capital N.V. Group.

Although ER Capital N.V. does not hold a majority of the voting rights, management has concluded that

ER Capital N.V. has control over ERC KCN B.V. in accordance with IFRS 10. This assessment is based on

substance over form and considers that ER Capital N.V. has the power over the relevant activities that

significantly affect the returns of the entity, is exposed to variable returns, and has the ability to use its

power to affect those returns.

Accordingly, ERC KCN B.V. is classified as a subsidiary and is fully consolidated in the consolidated financial

statements of ER Capital N.V. as at 31 December 2025. Non-controlling interests are recognised for the

equity interests held by investors outside the ER Capital N.V. Group (68%).

ERC Tower B.V.

ERC Tower B.V. is a wholly-owned subsidiary of ERC KCN B.V. ERC Tower B.V. holds real estate assets that

form part of the KCN investment structure. As ERC KCN B.V. is controlled by ER Capital N.V., ERC Tower

B.V. is included in the scope of consolidation of ER Capital N.V. and is fully consolidated in the

consolidated financial statements as at 31 December 2025. Any non-controlling interests presented in

the consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly attributable

to ERC Life B.V.

ERC Life B.V.

ERC Life B.V. is a wholly-owned subsidiary of ERC KCN B.V. ERC Life B.V. forms part of the KCN subgroup

and holds real estate-related activities within that structure. ERC Life B.V. is included in the scope of

consolidation of ER Capital N.V. through ERC KCN B.V. and is fully consolidated in the consolidated

financial statements of ER Capital N.V. as at 31 December 2025. Any non-controlling interests

presented in the consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly

attributable to ERC Life B.V.

Be Sure B.V.

Be Sure B.V. is a wholly-owned subsidiary of ERC KCN B.V. Be Sure B.V. is therefore included in the scope

of consolidation of ER Capital N.V. through ERC KCN B.V. and is fully consolidated in the consolidated

financial statements as at 31 December 2025. Any non-controlling interests presented in the

consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly attributable to

ERC Life B.V.

Significant accounting policies

The material accounting policies adopted in the preparation of the consolidated financial statements are

set out below. The policies have been consistently applied to all the years presented, unless otherwise

stated.

Basis of consolidation

The consolidated financial statements incorporate the financial information of the Company, ER Capital

N.V., and its subsidiaries, being entities over which the Company exercises control. Control is deemed to

exist when the Company:

Holds power over the investee;

Is exposed, or has rights, to variable returns from its involvement with the investee; and

Has the ability to use its power to affect those returns.

Consolidation of a subsidiary commences when the Company obtains control and ceases when the

Company loses control of the subsidiary. The results of subsidiaries acquired or disposed of during the

year are included in the consolidated profit or loss from the date on which control is obtained until the

date on which control is lost. Where necessary, adjustments are made to the financial statements of

subsidiaries to bring their accounting policies into alignment with those adopted by the Group, as

required by IFRS 10 - Consolidated Financial Statements. All intra-group balances, transactions, income,

expenses, and cash flows between entities within the Group are eliminated in full upon consolidation.

The Group had no non-controlling interests as of 31 December 2024. Non-controlling interests arose

during 2025 in relation to the consolidation of ERC KCN B.V.

ER Capital Vastgoed Fondsmanagement B.V.

Acquisition

On 24 January 2025, the Group obtained control over Van Boom & Slettenhaar Fondsmanagement B.V.

(subsequently renamed ER Capital Vastgoed Fondsmanagement B.V.) through the acquisition of 49% of

the issued share capital. The remaining 51% interest has been prepaid under the share purchase

agreement but had not yet been legally transferred as at the reporting date, as this interest includes

other settlements still pending, notably the transfer of B&S Vastgoed XVIII C.V.

The transaction has been accounted for as a business combination in accordance with IFRS 3 Business

Combinations, as the Group obtained control over the acquiree on the acquisition date.

Goodwill

Goodwill of €300,000 has been recognised as a result of the acquisition. The goodwill represents the

excess of the consideration transferred over the fair value of the identifiable net assets acquired.

The

goodwill relates to two management invoices that, in substance, formed part of the consideration

transferred for the acquisition. Under current Dutch tax legislation, none of the goodwill recognised is

deductible for corporate income tax purposes.

Consideration transferred

The total consideration agreed for 100% of the shares amounts to €137,500, of which €67,375 relates

to the acquired 49% interest. The remaining consideration relating to the 51% interest has been paid in

advance but will be recognised upon legal completion of the second tranche.

Identifiable assets and liabilities

The identifiable assets acquired and liabilities assumed have been recognised at their fair values at the

acquisition date. As the business combination is not material to the Group, no further disaggregation of

the acquisition-date balance sheet is presented.

Contribution to the Group’s results

As the acquisition occurred in January 2025 and is not material to the Group, the contribution of ER

Capital Vastgoed Fondsmanagement B.V. to the Group’s revenue and profit for 2025 was not material.

Accordingly, no additional pro-forma information has been presented.

KCN Group

Acquisition

In December 2025, ER Capital N.V., together with three other shareholders, acquired ERC KCN B.V. and

its wholly-owned subsidiaries ERC Tower B.V., ERC Life B.V. and Be Sure B.V. (together referred to as the

KCN Group). ER Capital N.V. obtained control over the KCN Group as part of this transaction.

The acquisition has been accounted for as a business combination using the acquisition method in

accordance with IFRS 3, and the KCN Group has been fully consolidated from the acquisition date.

ER Capital N.V. holds an indirect equity interest of 32% in ERC KCN B.V. through ERC Investments B.V., a

wholly-owned subsidiary of ER Capital N.V. Although ER Capital N.V. does not hold a majority of the voting

rights, management concluded that control was obtained in accordance with IFRS 10, based on

substance over form. The remaining 68% equity interest is held by investors outside the ER Capital N.V.

Group.

Consideration transferred

The consideration transferred for the acquisition of the KCN Group amounted to EUR 784,568,

representing the cash consideration paid by ERC Investments B.V. for its 32% equity interest in ERC KCN

B.V.

Identifiable assets acquired and liabilities assumed

At the acquisition date, the identifiable assets acquired and liabilities assumed were recognised at fair

value. The fair value of the net identifiable assets of the KCN Group amounted to EUR 2,049,821,

primarily resulting from:



Fair value uplift on investment property of EUR 1,300,000;



Recognition of related deferred tax liabilities amounting to EUR 335,400;



Recognition of an additional deferred tax liability (from 12.9% to 25.8%) of EUR 1,366,553

related to retained tax differences.

Goodwill

Goodwill of EUR 128,625 was recognised on acquisition of control over the KCN Group. Goodwill

represents the excess of the aggregate of (i) the consideration transferred and (ii) the fair value of the

non-controlling interests over the fair value of the identifiable net assets acquired at the acquisition

date.

The Group elected to measure non-controlling interests at their proportionate share of the acquiree’s

identifiable net assets at the acquisition date (proportionate method). As a result, goodwill recognised

relates only to the controlling interest. Goodwill mainly relates to expected future economic benefits

arising from the acquisition, including anticipated synergies and the assembled workforce, which do

not qualify for separate recognition. Under current Dutch tax legislation, none of the goodwill

recognised is deductible for corporate income tax purposes.

Non-controlling interests

Non-controlling interests represent the 68% equity interest in the KCN Group held by investors outside

the ER Capital N.V. Group. The Group elected to measure the non-controlling interests at their

proportionate share of the acquiree’s identifiable net assets at the acquisition date. Accordingly, the

non-controlling interests were recognised at EUR 1,393,878, representing 68% of the fair value of the

identifiable net assets of EUR 2,049,821. Non-controlling interests are presented within equity in the

consolidated statement of financial position.

Pro-forma information

Since the acquisition date on 30 November 2025, the KCN Group contributed revenue of EUR 152,611

and a net loss of EUR 393,479 to the Group’s consolidated results.

The net loss primarily reflects the net

effect of the fair value adjustments recognised at acquisition and the related increase in the deferred

tax liability.

If the acquisition had occurred on 1 January 2025, management estimates that the consolidated

revenue for the year ended 31 December 2025 would have amounted to EUR 1,685,207 and

consolidated profit after tax to EUR 2,001,905, including the impact of the fair value remeasurement of

the investment properties recognised at the acquisition date.

These pro-forma amounts have been prepared for illustrative purposes only and are based on the

historical financial information of the KCN Group, adjusted to align with the Group’s accounting policies

and to reflect the fair value adjustments recognised at the acquisition date in accordance with IFRS 3.

Reverse listing

Reverse acquisitions are accounted for in accordance with IFRS 3. Where the entity identified as the

accounting acquiree does not meet the definition of a business, the transaction is accounted for as a

share-based payment transaction under IFRS 2. In such cases, the accounting acquirer is deemed to

have issued equity instruments, and any excess of the fair value of those instruments over the fair value

of the identifiable net assets acquired is recognised in profit or loss.

Rental income

Rental income from investment properties leased out under operating leases is recognized in the income

statement on a straight-line basis over the term of the lease. Lease incentives are recognized as a

reduction of the rental income and are straight-lined over the minimum term of the lease. Rent

adjustments due to indexation are recognized as they arise. Rental income does not include value added

tax or amounts charged to tenants in respect of service and operating costs. Variable rental income, such

as turnover related rent or income from specialty leasing is recognized in the income statement in the

period to which it relates, if it can be estimated reliably. Revenue received from tenants for early

termination of leases is directly recognized in the income statement in the period to which the revenues

relate.

Change in fair value of investment properties

The result on fair value adjustments of investment properties consists of the realised and unrealised

gains and losses from fair value adjustments.

The realised fair value adjustments are the differences between the sales proceeds net of selling

expenses and the most recent carrying amount of the investment property at fair value.

Property expenses and operating expenses

Property expenses and operating expenses are accounted for in the period in which these were incurred.

Service charges

In case of service contracts with third parties, services charges are recovered from tenants. Service

charges in respect of vacant property are expensed. These mainly relate to gas, water, electricity,

cleaning, and security.

Employee benefits

Employee benefits are recognised in profit or loss in the period in which the employees render the

related service, in accordance with the terms of employment. Short-term employee benefits are

expensed as the related service is provided. A liability is recognized for the amount expected to be paid

if the Group has a present legal or constructive obligation to pay this amount as a result of past service

provided by the employee and the obligation can be estimated reliably.

Interest charges and interest income

Interest comprises the total of interest attributable to the accounting period on loans, other debts,

accounts receivable and cash and bank balances are split between interest received and interest paid.

Interest income & charges is recognized in the income statement as it accrues. The effective interest

method is a method of calculating the amortized cost of a financial asset or financial liability and of

allocating the interest income or interest expense over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash payments or receipts throughout the expected life

of the financial instrument, to the fair value of the financial asset or financial liability as at the recognition

of the instrument. Interest attributable to the acquisition or construction of an asset that takes a

substantial period of time to complete, is capitalized as part of the cost of the respective assets, starting

from preparation of the plan until completion.

Income taxes

The income tax expense or credit for the period is the tax payable on the current period’s taxable income,

based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets

and liabilities attributable to temporary differences and to unused tax losses carried forward. No taxes

are deducted from profits if and to the extent that it is possible to offset these profits against losses

incurred in previous years. The current income tax charge is calculated on the basis of the tax laws

enacted or substantively enacted at the reporting date in the countries where the Company and its

subsidiaries operate and generate taxable income.

Taxes are deducted from losses if it is possible to offset them against profits made in previous years and

this results in a tax refund. Taxes are also deducted if it can be reasonably assumed that losses can be

offset against future profits. The taxes are calculated on the results, taking into account tax facilities.

ER Capital N.V. and some of its group companies form part of a corporate income tax unity. ER Capital

N.V. heads this corporate income tax unity. The companies within the tax unit are jointly and severally

liable for the tax unity as a whole. Subsidiaries are not granted (or denied) any benefits which they would

not have (or would have) enjoyed as independent taxpayers. This means that the acute expense and any

deferred tax positions (off settable loss) are recognised in the current account with the parent company.

Within the tax unity, deferred tax positions relating to temporary differences in the valuation of assets

and labilities for tax purposes are included in the deferred tax position of the particular entity itself and

therefore, included in the consolidation. In respect of the tax matters within the tax unity, the parent

company settles with the subsidiary as if it were independently liable for tax.

Management periodically evaluates positions taken in tax returns with respect to situations in which

applicable tax regulation is subject to interpretation and considers whether it is probable that a tax

authority will accept an uncertain tax treatment.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company,

excluding any costs of servicing equity other than ordinary shares by the weighted average number of

ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares

issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to

consider:

The after-income tax effect of interest and other financing costs associated with dilutive

potential ordinary shares; and

The weighted average number of additional ordinary shares that would have been outstanding

assuming the conversion of all dilutive potential ordinary shares.

Investment Property

Investment property is property held to earn rental income and/or for capital appreciation. Investment

property is initially measured at cost, including directly attributable transaction costs. Transaction costs

include legal fees, broker fees, property transfer tax and other costs that are directly attributable to the

acquisition of the property. Subsequently, investment property is measured at fair value, with changes

in fair value recognized in profit or loss.

Profits or losses on the sale of an investment property are recognised in the period in which the sale

occurs as the difference between the net sales proceeds and the fair value at the moment of sale. If an

investment property is sold, the cumulative positive revaluation, if any, is transferred from the

revaluation reserve to retained earnings. Investment property is derecognised when it has been sold

and control has been transferred. If the use of a property becomes owner occupied and a reclassification

as a tangible fixed asset is required, the fair value at the date of reclassification becomes the cost price

for administrative processing purposes.

The Group’s asset portfolio primarily comprises investment properties. Due to the absence of official

quotations or listings for these properties, their market value is determined through a fair value

valuation. This valuation represents a time- and location-specific estimate, reflecting the price at which

two independent, well-informed parties would transact for the specific property under normal market

conditions on the valuation date. The fair value is definitively established only upon the actual sale of

the property, as market conditions and transaction-specific factors may influence the final transaction

price.

At the reporting date, the fair value of investment properties is determined by independent external

valuers, Cushman & Wakefield and Envalue, who leverage their extensive market knowledge and

professional expertise. The valuation is performed using the market rent capitalization model and

discounted cash flow method, which incorporates key inputs such as current and projected rental

income, anticipated vacancy rates, rent indexations, turnover rents, lease incentives, and other lease-

related factors. The yields and market rents applied in the valuation are tailored to the specific

characteristics of each property, including its location, type, maintenance condition, and overall

lettability, ensuring a robust and property-specific valuation.

The selection of applicable yields is informed by comparable market transactions, property-specific

insights, and the professional judgment of the valuers. In cases where transactional evidence is limited,

the valuers’ expertise plays a critical role in determining appropriate assumptions. Explicit assumptions

are made for each lettable unit and tenant, including projections for (re)letting periods, the

commencement of new leases, and associated costs. Adjustments are incorporated to account for

expected vacancy costs (both current and future) and any discrepancies between market rents and

contractual rents, ensuring a comprehensive reflection of the property’s economic potential.

Intangible assets

Intangible assets are initially recognized at historical cost. Subsequent to initial recognition, intangible

assets are measured at cost less accumulated amortization and any accumulated impairment losses,

with the exception of concessions and property rights, which are valued at fair value as determined by

external valuation. An impairment loss is recognized when the carrying amount of an intangible asset,

or the cash-generating unit to which it belongs, exceeds its recoverable amount, as assessed in

compliance with IAS 36 - Impairment of Assets.

The concession the group has acquired (fuel station contract) has an indefinite life and is tested annually

for any impairment risk.

Property, plant and equipment

Property, plant and equipment is recognized at historical cost or production cost, including all directly

attributable costs, and are subsequently measured at cost less accumulated depreciation and any

accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated

useful life of the assets, taking into account any residual value. Impairment losses are recognized when

the carrying amount of an asset exceeds its recoverable amount.

Depreciation is determined based on the estimated useful life of the asset, applied as a fixed percentage

of cost, with adjustments for any residual value. Depreciation commences from the date the asset is

available for use. The estimated useful life is as follows:


-	Vehicles: 3 years;
-	Furniture and fixtures: 4 years.

Financial instruments

Financial assets and liabilities - recognition

ER Capital N.V. initially recognizes financial assets and financial liabilities at the transaction date. The

Company no longer recognizes a financial asset in the balance sheet if the contractual rights to the cash

flows from the asset expire, or if the Company transfers the contractual rights to receive cash flows from

the financial asset through a transaction in which substantially all the risks and benefits related to the

ownership of the asset are transferred, or if the Company neither transfers or retains the risks and

benefits related to ownership of the asset, nor has control over the transferred asset. If the Company

retains or creates an interest in the transferred financial assets, the interest is recognized as a separate

asset or liability. ER Capital N.V. no longer recognizes a financial liability in the balance sheet if the

contractual obligations are waived or cancelled or have expired. Financial assets and liabilities are only

offset and the resulting net amount is only presented in the balance sheet if the Company has a legally

enforceable right to offset and if it intends to offset on a net basis or to realize the asset and the liability

simultaneously.

Financial assets - measurement

The Group classifies its financial assets in those to be measured subsequently at fair value and those to

be measured at amortized cost. The classification depends on the business model for managing the

financial assets and the contractual terms of the cash flows.

Financial assets are not reclassified after their initial recognition unless the Group changes its business

model for managing financial assets. Financial assets are recognized when the Group becomes a party

to the contractual provisions of the instrument. Financial assets are derecognized when the rights to

receive cash flows from the financial assets have expired or have been transferred and the Group has

transferred substantially all the risks and rewards of ownership. A financial asset is initially measured at

fair value plus, in case of assets not at fair value through profit or loss, transaction costs that are directly

attributable to the acquisition or issue. Transaction costs of financial assets carried at fair value through

profit or loss are expensed in profit or loss.

Subsequent measurement of financial assets depends on the business model for managing the asset

and the cash flows characteristics of the asset. There are three measurement categories into which the

Group classifies its financial assets:

• Amortized cost is applied for financial assets held within a business model whose objective is to hold

the assets to collect contractual cash flows and the contractual terms give rise on specified dates to cash

flows that are solely payments of principal and interest on the principal amount outstanding.

• Fair value through other comprehensive income is applied for equity investments that are not held for

trading or debt investments held within a business model whose objective is achieved by both collecting

contractual cash flows and selling financial assets and the contractual terms give rise on specified dates

to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Assets that do not meet the criteria for amortized costs or fair value through other comprehensive

income are measured at fair value through profit or loss.

Financial assets are subsequently measured at amortized costs using the effective interest method,

reduced by impairment losses. Interest income and impairments are recognized in profit or loss. Any

gain or loss on derecognition is recognized in profit or loss. Net gains and losses of financial assets at fair

value through profit or loss are recognized in profit or loss unless item is designated as hedging

instrument.

Financial liabilities – measurement

A financial liability is initially measured at fair value plus, in case of liabilities not at fair value through

profit or loss, transaction costs that are directly attributable to the acquisition or issue. Financial

liabilities are subsequently measured at amortized cost or fair value through profit or loss.

A financial liability is classified as at fair value through profit or loss if it is classified as held-for-trading,

it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through

profit or loss are measured at fair value and net gains and losses are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest

method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is also

recognized in profit or loss. A financial liability is derecognized when the obligation under the liability is

discharged, cancelled or expired.

Impairment of financial assets

The Group applies the IFRS 9 simplified approach in measuring expected credit losses for trade

receivables, using a lifetime expected credit loss allowance. Expected credit losses are estimated based

on historical credit loss experience, adjusted for current conditions and forward-looking information

relevant to the collectability of receivables.

Deferred tax assets

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the

carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases

used in the computation of taxable profit. Deferred tax is accounted for using the liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets

are recognised to the extent that it is probable that taxable profits will be available against which

deductible temporary differences can be utilised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in

subsidiaries, associates and interests in joint ventures, except where the Company is able to control the

reversal of the temporary difference and it is probable that the temporary difference will not reverse in

the foreseeable future. Deferred tax assets arising from deductible temporary differences associated

with such investments and interests are recognised only to the extent that it is probable that sufficient

taxable profits will be available against which the benefits of the temporary differences can be utilised

and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent

that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset

to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is

settled or the asset is realised, based on tax laws and rates that have been enacted or substantively

enacted at the reporting date. The measurement of deferred tax liabilities and assets reflects the tax

consequences that would follow from the manner in which the Company expects, at the end of the

reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets

and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities, and when they relate to income taxes levied by the same taxation authority and

the Company intends to settle its current tax assets and liabilities on a net basis.

For the purposes of measuring deferred tax liabilities and deferred tax assets related to investment

properties that are measured using the fair value model, the carrying amounts of such properties are

presumed to be recovered entirely through sale, unless this presumption is rebutted. The presumption

is rebutted when the investment property is depreciable and held within a business model whose

objective is to consume substantially all of the economic benefits embodied in the investment property

over time, rather than through sale. Management has reviewed the Company’s investment property

portfolio and concluded that none of the Company’s investment properties are held under a business

model whose objective is to consume substantially all of the economic benefits embodied in the

investment properties over time. Therefore, the Executive Board have determined that the ‘sale’

presumption set out in the amendments to IAS 12 is not rebutted.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are

recognised in other comprehensive income or directly in equity, in which case the current and deferred

tax are also recognised in other comprehensive income or directly in equity respectively.

Lessor accounting

The Group concludes leases for its property as a lessor. Lease contracts in which the Group is a lessor

are classified as financial or operational leases. When the conditions of the lease indicate that virtually

all risks and benefits of ownership are transferred to the lessee, the contract is classified as a financial

lease. All other lease contracts are classified as operational leases. The Group lets its property in the

form of operational leases. The Group manages these risks by entering into long-term lease agreements

with creditworthy tenants, performing regular credit assessments, and maintaining its properties to

preserve value. Where appropriate, the Group diversifies its tenant portfolio and uses security deposits

or bank guarantees to mitigate risks.

Rental income from operational leases is recognized straight-lined over the duration of the relevant

lease. Such income is classified as revenue in the income statement. Initial direct costs incurred in the

acquisition of the operational lease are added to the book value of the leased assets and recognized

straight-lined over the lease term as a charge. Rent-free periods, lease discounts and other lease

incentives are recognized as an integral part of total gross rental income. In determining the fair value

of the investment property, capitalized lease incentives and lease commissions are adjusted to the fair

value of the investment properties, to avoid double-counting.

If a contract contains both lease and non-lease components, the Group applies IFRS 15 to allocate the

fee based on the contract to each component.

The Group as lessee

The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The group

recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements

in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months

or less) and leases of low value assets (such as tablets and personal computers, small items of office

furniture and telephones). For these leases, the Group recognises the lease payments as an operating

expense on a straight-line basis over the term of the lease unless another systematic basis is more

representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at

the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily

determined, the group uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is

determined based on a series of inputs including: the risk-free rate based on government bond rates; a

country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific

adjustment when the risk profile of the entity that enters into the lease is different to that of the group

and the lease does not benefit from a guarantee from the Group. Lease payments included in the

measurement of the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payments that depend on an index or rate, initially measured using the index or rate at

the commencement date

• the amount expected to be payable by the lessee under residual value guarantees

• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options

• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to

terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the

lease liability (using the effective interest method) and by reducing the carrying amount to reflect the

lease payments made. The group remeasures the lease liability (and makes a corresponding adjustment

to the related right-of-use asset) whenever:

• the lease term has changed or there is a significant event or change in circumstances resulting in a

change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured

by discounting the revised lease payments using a revised discount rate

• the lease payments change due to changes in an index or rate or a change in expected payment under

a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised

lease payments using an unchanged discount rate (unless the lease payments change is due to a change

in a floating interest rate, in which case a revised discount rate is used)

• a lease contract is modified and the lease modification is not accounted for as a separate lease, in

which case the lease liability is remeasured based on the lease term of the modified lease by discounting

the revised lease payments using a revised discount rate at the effective date of the modification.

Accounts receivables

Trade receivables are initially recognized at the transaction price, unless they contain a significant

financing component, in which case they are initially measured at fair value. Subsequently, trade

receivables are measured at amortized cost less any impairment losses. Trade receivables are classified

as current assets unless collection is not expected within twelve months after the reporting period.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term, highly liquid

investments with original maturities of three months or less that are readily convertible to known

amounts of cash and subject to an insignificant risk of changes in value.

Equity

Own shares (treasury shares) purchased by the Company are deducted from equity at cost. Any gain or

loss arising on the purchase, sale, issue, or cancellation of treasury shares is recognized directly in equity

and not in profit or loss. Costs directly attributable to the issue or sale of new shares are recognized in

equity, net of any related tax effects.

Movements in equity are disclosed in the statement of changes in equity, including profit appropriation,

share issues, and dividends declared. Revaluation reserves reflect increases in the carrying amount of

assets measured at fair value or under the revaluation model, net of deferred tax. Upon disposal of the

related asset, the associated revaluation reserve is transferred to retained earnings.

Provisions

Provisions are recognised when the Company has a present (legal or constructive) obligation as a result

of a past event, it is probable that an outflow of resources will be required to settle the obligation, and

a reliable estimate can be made. Provisions are measured at the best estimate of the expenditure

required to settle the obligation at the reporting date, discounted to present value where the effect is

material. Reimbursements expected from third parties are recognised as a separate asset when it is

virtually certain that reimbursement will be received. No material provisions are expected to be settled

beyond twelve months from the reporting date.

Borrowings

On initial recognition, borrowings are recognised at fair value, including transaction costs that are

directly attributable to the acquisition or issue of the debts, unless they are designated at fair value

through profit or loss (FVTPL). After initial recognition, borrowings are measured at amortised cost using

the effective interest method. The amortised cost is calculated as the amount received, adjusted for

premiums or discounts and minus transaction costs, and subsequently adjusted for the cumulative

amortisation of the premium or discount and any repayments of principal. The difference between the

amortised cost and the maturity amount is accounted for as interest expense in the profit or loss account

using the effective interest rate over the estimated term of the borrowings. The effective interest rate is

revised if there are significant changes in estimated future cash flows (e.g., due to refinancing or

amendments to the debt terms).

Trade and other payables

Trade and other payables, excluding taxes and deferred income, are at initial recognition measured at

fair value plus any directly attributable transaction costs. After initial recognition, these financial

liabilities are measured at amortised cost using the effective interest method.

Cash flow statement

The Group reports cash flows from operating activities using the indirect method. Interest paid, interest

received and income taxes paid are presented separately within operating cash flows. The Group

discloses a reconciliation of movements in liabilities arising from financing activities in accordance with

IAS 7.44A.

Going concern

The financial statements have been prepared on a going concern basis. The Executive Board has

assessed the Company’s ability to continue as a going concern for a period of at least twelve months

from the date of approval of these financial statements.

Financial risk management

The Company, ER Capital N.V., is exposed to financial risks arising from its investment activities, including

credit risk, liquidity risk, and market risk, which are managed through a risk management framework

overseen by the Executive Board. The Company does not utilize financial derivatives to hedge these risks.

On the balance sheet date, financial instruments if applicable are reviewed to see whether or not an

objective indication exists for the impairment of a financial asset or a group of financial assets.

Fair value measurement

Certain assets and liabilities within the Group’s financial statements, notably investment properties, are

measured at fair value or require fair value disclosures. Refer to note on Investment Property for further

details on fair value measurement of investment properties Fair value measurements are determined

using market-observable inputs to the greatest extent possible, categorized within the fair value

hierarchy as follows:



Level 1

: Quoted prices in active markets for identical assets or liabilities (unadjusted);



Level 2

: Observable inputs other than Level 1 prices, either directly or indirectly;



Level 3

: Unobservable inputs when market data is unavailable.

The classification of an item is based on the lowest level input that significantly affects the fair value

measurement, with any transfers between levels recognized in the period in which they occur.

Classification of financial assets and liabilities

Financial assets and liabilities that are recognized on the statement of financial position are classified in

the following table:


				Carrying value		Fair value
				31	31	31	31
Financial assets	IFRS	Level	Note	December	December	December	December
	Category			2025	2024	2025	2024
Non-current financial	Fair value
assets	through	1	10	-	2,662	-	2,662
	P&L
Non-current
receivables and	Amortized	3	10	472	357	472	357
other non-current	cost
assets
Current receivables
and other	Amortized	3	12	1,027	625	1,027	625
receivables	cost
Cash and cash	Amortized
equivalents	cost	1	13	1,711	1,828	1,711	1,828
Total financial assets				3,210	5,472	3,210	5,472

				Carrying value		Fair value
	IFRS			31	31	31	31
Financial liabilities	Category	Level	Note	December	December	December	December
				2025	2024	2025	2024
Financial debts	Amortized	2	15	79,432	47,001	76,540	44,753
(interest bearing)	cost
Lease liabilities	Amortized	2	19	427	486	427	486
	cost
Other non-current	Amortized	2	18	1,240	871	1,240	871
liabilities	cost
Debts to suppliers	Amortized	2	-	856	243	243	243
and trade credits	cost
Other current	Amortized	2	21	1,898	1,429	1,898	1,429
liabilities	cost
Total financial liabilities				83,853	50,030	80,348	47,782

The fair value of the financial liabilities is measured using the discounted cash flow method using the

discount rates in the range between 6,0% - 8,0%.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to

meet its contractual obligations and arises principally from the Company’s receivables. The Company’s

credit risk mainly relates to its accounts/lease receivables and the cash and cash equivalents that are

placed with several banks.

The Company manages the exposure on its cash and cash equivalents placed with banks by only working

with reputable banks that have proven in the past to be financially stable, have appropriate licenses to

operate and are under the supervision of regulatory authorities. The credit risk arising from

accounts/lease receivables is limited by carefully screening potential tenants in advance. Security is also

required from tenants in the form of guaranteed deposits or bank guarantees and rents are paid in

advance. As the Company has measures in place that reduce the credit risk exposure to a sufficiently

low level, it has not insured its receivables. Instead, in the event of (expected) collectability issues or

defaults, this is reflected in the lifetime expected credit losses that are recognized on the relevant

receivables to cover the potential loss. Loss rates are determined based on expectations on economic

downturn and review of the tenant portfolio as at the balance sheet date.

The maturity of (gross) receivables was as follows:


	31 - 12 - 202 5	31 - 12 - 202 4
Up to 1 month expired	53	101
From 1 to 3 months expired	- 17	23
From 3 months to 1 year expired	67	3 9
More than 1 year expired	62	36
Gross debtors	166	198

Credit risk is managed through requiring deposits, conducting credit assessments of tenants, and

monitoring overdue receivables with a follow-up policy.

Movement in the provision for impairment of doubtful debts was as follows:


	31 - 12 - 202 5	31 - 12 - 202 4
Balance as per 1 January	43	0
Addition to / release of provision	100	43
Write - off bad debts	0	0
Balance as per 31 December	143	43

Impairment losses recognised at 31 December 2025 were related to tenants who indicated that they

would not be able to pay outstanding balances due to economic circumstances.

ER Capital N.V. applies the IFRS 9 simplified approach to measure expected credit losses which uses a

lifetime expected loss allowance for all trade receivables. To measure the expected credit losses. Trade

receivables have been grouped based on days past due date and adjusted if deemed needed with

forward looking information.

Collateral

The Group mitigates its credit risk by obtaining collateral from tenants, primarily in the form of bank

guarantees and security deposits. These instruments are customary in the Dutch real estate market and

reduce the Group’s exposure to credit losses on rental receivables. Although credit losses on receivables

may still occur, the collateral held limits the Group’s potential loss in the event of tenant default. During

the reporting period, no significant changes occurred in the nature or quality of the collateral held.

Other financial assets are not secured by collateral. The associated credit risk is considered limited.

Maximum exposure to credit risk

The Group’s maximum exposure to credit risk at the reporting date, without taking into account any

collateral held or other credit enhancements, is represented by the carrying amounts of the financial

assets as presented in the consolidated statement of financial position.

Liquidity risk

The Company is exposed to liquidity risk, defined as the risk of encountering difficulty in meeting

obligations associated with its financial liabilities settled by delivering cash or other financial assets. The

Company’s objective is to ensure sufficient liquidity to meet liabilities under both normal and stressed

conditions, without incurring unacceptable losses or reputational damage. Liquidity is maintained

through a solid position supported by stable rental income annually and cash flow management, with

capital resources primarily derived from operational cash flows and supplemented by strategic financing

arrangements. Ultimate responsibility for liquidity risk management rests with the Executive Board,

which has implemented a practical liquidity risk management procedure, including borrowing facilities

and monitoring of forecast and actual cash flows. In 2023 and onwards, the Company secured additional

funding through debt and equity financing to support investments, with loan facilities structured for cost

efficiency and flexibility, and refinancing initiatives undertaken to optimize interest expenses and

maturity profiles.

The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative

financial liabilities (the Company currently does not have derivative financial liabilities), classified by their

maturity, being the earliest date on which the Company can be required to settle the liability. These

analyses include both interest and principal cash flows.

202 5			Contractual undiscounted cash flow
	Book value	Total	< 1 year	> 1 year < 5 years	> 5 years
Interest bearing loans	79, 4 32	100, 415	11,3 18	57, 918	31, 225
Other loans and lease
liabilities	3,565	3,565	3,565	-	-
Creditors and other
payables	856	856	856	-	-
Total	8 3 , 8 53	104,83 6	15,73 9	57,918	31,225

202 4			Contractual undiscounted cash flow
	Book value	Total	< 1 year	> 1 year < 5 years	> 5 years
Interest bearing loans	47,001	58,200	4,016	33,644	20,540
Other loans and lease
liabilities	2,786	2,786	2,786	-	-
Creditors and other
payables	243	243	243	-	-
Total	50,030	61,229	7,045	33,644	20,540

Market risk including interest rate risk

The Company has limited exposure to market risk, defined as the risk that changes in market prices, such

as interest rates and equity prices, will affect the Company’s income or the value of its financial

instruments. The objective of market risk management is to manage and control these exposures within

acceptable parameters while optimizing returns. The Company operates exclusively in the Netherlands,

eliminating exposure to foreign currency risk. Interest rate risk, the risk that the fair value or future cash

flows of a financial instrument will fluctuate due to changes in market interest rates, arises primarily

from the Company’s long-term borrowings. The Company manages this risk by agreeing all borrowings

at fixed interest rates, mitigating the risk to future cash flows. However, this exposes the Company to fair

value fluctuations for fixed-rate borrowings, though this risk is not reflected in these financial statements

as the borrowings are carried at amortized cost. There is no sensitivity analysis of the interest rate risk,

as the Company does not have exposure to variable interest rates. Furthermore, there are no derivative

instruments used.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate

because of changes in market prices, other than arising from currency risk or interest rate risk. Based on

the Company’s activities, it has not identified exposure to other forms of price risk such as commodity

price risk or equity price risk.

Carrying amount loans

The Company’s loans, carried at amortized cost, amounted to €79,4 million as of 31 December 2025

(2024: € 47,0 million). These borrowings consist of fixed-rate loans with an average interest rate of 7%

per annum, maturing over various periods, with larger loans having long maturities exceeding 5 years.

In accordance with IFRS 7, the fair value of these borrowings has been estimated using a discounted

cash flow (DCF) method, applying current market interest rates for similar fixed-rate loans (range

between 8,0% and 6,0% as of 31 December 2025 and range between 10,0% and 6,0% as of 31 December

2024) to the remaining contractual cash flows, including principal and interest. This results in an

estimated fair value of €76,5 million as of 31 December 2025 (2024: €44,8 million). The difference

between the carrying amount and fair value is not recognized in the financial statements, as the

borrowings are measured at amortized cost under IFRS 9. The fair value is categorized as Level 2 in the

fair value hierarchy, based on observable market inputs.

Notes to the Consolidated statement of comprehensive income

Gross rental income

The gross margin (net rental income as a percentage of the gross rental income) in 2025 excluding

change in value of investments is 78% (2024: 65%).

Gross rental income


	202 5	202 4
	€	€
Gross rental income excluding service costs	4,719	3,164
Gross rental income	4,719	3,164

Maturity table rental Income

A maturity of remaining undiscounted lease payments for operating leases to be received, excluding

the recharge of service costs, is disclosed in the tables below.


	31 - 12 - 202 5	31 - 12 - 202 4
Up to 1 year	8 , 296	4,057
From 1 to 5 years	1 9 , 309	10,693
More than 5 years	10 , 627	7,680
Total	38 , 232	22,430

Property operating expenses


Operating costs	202 5	202 4
Property rental costs	- 4 87	- 497
Building insurance	- 62	- 4 6
Municipal taxes	- 1 90	- 105
Leasehold cost	- 33	- 32
Operating expenses	- 81	- 207
	- 8 54	- 887

Changes in value of investment properties and property rights


	202 5	202 4
Fair value changes in investment properties	- 1,0 8 3	1 ,561
Gain/(loss) on disposal of investment properties	188	-
	- 8 95	1 ,561

Administrative costs


	202 5	202 4
Listing service expense	-1,887	-
(Titan N.V.) IFRS 2
Wages	- 783	- 678
Social security charges	- 104	- 82
Other personnel costs	- 884	- 2 87
Vehicle costs	- 60	- 6 5
Rent	- 23	- 65
Marketing costs	- 1 94	- 333
Representation cost	- 94	- 43
Advice and accounting costs	- 767	- 520
Bad debts	- 1 10	- 49
IT/Office costs	- 16 9	- 130
Other	- 101	52
Structuring costs	- 93	-
Listing fees	- 898	-
Provision third party profit share (Diamantlaan 3)	- 173	- 504
	- 6 , 340	- 2,679

During 2025, on average 8.4 employees were employed on a full-time basis (2024: 8.0).

Financial income and expenses


Financial income and expenses	202 5	202 4
Interest income and similar income	6 7	37
Dividend income	359	-
Interest charge and similar expenses	- 3,6 61	- 2,243
	- 3,2 34	- 2,206


Interest charge and similar charges	202 5	202 4
Interest lending institutions	- 2,186	- 1,297
Interest bond loans	- 5 55	- 345
Interest subordinate loans	- 104	- 173
Interest private loan	-760	-180
Other interest charges	- 56	- 227
Interest tax authorities	-	- 21
	- 3,6 61	- 2,243

Corporate income tax


	2025	2024
Current tax on profits for the year	0	0
Prior period taxes and other	-53	-153
Decrease / increase in deferred tax assets	5	412
Decrease / increase in deferred tax liabilities	-179	-875
Prior year deferred tax corrections	-50	-
Total deferred tax	-224	-462
Corporate income tax	-277	-616
Corporate income tax attributable to:
Profit from continuing operations	-277	-616

The charge for the year can be reconciled to the profit before tax as follows:


	202 5	202 4
Result before tax	- 6 , 726	- 1, 254
Tax at nominal tax rate (25,8%)	1, 735	324
Losses not capitalized	- 884	- 834
Prior period taxes	- 398	- 108
Non - deductible expenses	- 103	- 39
IFRS 2 Listing Expense (non - deductable)	- 487	-
Other	- 139	41
Corporate income tax	- 276	- 616

The effective tax rate is 4.1% in 2025 (2024: 49%).

Notes to the consolidated balance sheet

Intangible fixed assets


	Concessions	Goodwill	Other	Total
Opening balance	400	-	118	518
Acquisitions (B&S)	-	300	-	300
Acquisitions ( KCN )	-	129	-	129
Disposals	-	-	- 62	- 62
Balance as at 31 December	400	429	56	885

Goodwill

Goodwill of € 300 thousand relates to the acquisition of ER Capital Vastgoed Fondsmanagement B.V. and

includes payments to parties associated with the sellers. Management determined that these payments

do not represent separate services and are part of the consideration transferred under IFRS 3. The

goodwill reflects expected synergies from the acquisition.

Goodwill of € 129 thousand arose from the acquisition of the KCN Group (see Note Business

combinations). The goodwill is allocated to the relevant cash-generating units and is tested annually for

impairment.

Investment properties


2025	31-12-2025	31 - 12 -
		2024
Opening balance	58,510	37,048
Additions	34,115	19,901
Disposals	- 888	-
Gain/(loss) on disposal of investment properties	188	-
Net fair value gains/(losses)	- 1,0 8 4	1,561
Balance as at 31 December	90 , 8 4 1	58,510

The Company made 2 property acquisitions (asset acquisitions: Zeist and Boreelkazerne) and 2 property

acquisitions through business combinations (within ERC KCN Group) in 2025. The positive revaluation

for the period is primarily driven by a positive valuation result and a redevelopment project as displayed

in the figure below.

The investment properties relate to commercial office real estate. The investment properties are valued

at fair market value based on a valuation performed by external independent valuers. Where the

external valuation carried out by the independent expert did not align with the financial statement

reporting period, management reassessed the fair value determined at the valuation date and corrected

for any material fair value changes at the financial statement year end.

The valuation has been prepared in accordance with the International Valuation Standards (IVS) and the

Dutch Register for Commercial Real Estate Valuers (NRVT) adopting two valuation methods, the

Capitalisation Approach, and the Discounted Cash Flow Method.

The properties, are valued by the external independent valuers at € 90,8 million (2024: €58,5 million).

The Property in Hoofddorp is valued as a redevelopment project as residential property taken into

account the projected development costs, other related costs, projected revenues, finance component

and project risks.

For the properties provided as collateral, refer to Note 15.

Revaluation

The fair values of investment property classify as level 3 valuations in the fair value hierarchy. For further

details on the valuation methodology of investment properties, reference is made to the disclosure of

significant estimates. Management has made use of independent external expert appraisers in

determining the fair values of the investment properties. These experts have applied models to

determine the fair value as described under ‘Investment properties’. The most important principles and

(ranges of) assumptions used in determining the fair values in 2024 and 2025 are as follows:

	Investment property in	Investment property in
2025	operation (Land)	operation (Office Buildings)
Average TRI per sqm (€)	56,71	148,95
Combined appraisal value (€x1000)	4,800	72,640
Weighted average lease length in years	29,44	4,76
Average Occupancy	100%	90,90%
Market rent per sqm (€)	12,50	127,52
Gross initial yield (%)	5,17%	10,37%

	Investment property in	Investment property in
2024	operation (Land)	operation (Office Buildings)
Average TRI per sqm (€)	55	134
Combined appraisal value (€x1000)	4,700	40,410
Weighted average lease length in years	30 ,44	4.3
Average Occupancy	100%	85%
Market rent per sqm (€)	1 2,50	122
Gross initial yield (%)	5.09%	8.67%

In the above tables the property referred to as Hoofddorp D1 + D3 has been excluded as the property

has been valued using the highest and best used principle as under IFRS 13. The valuation assumes the

demolition of the current commercial office buildings and the new construction of 372 homes, as well

as the storage units and the 335 parking spaces. This development includes social housing, mid-market

housing, and private sector homes. The start of the redevelopment is planned in June 2029, with the

demolition work expected to be completed in December 2029 and the delivery of the units in December

2031.


Highest and best used redevelopment scenario	202 5	202 4
Average residential sales price per sqm (€)	6,427	5,801
Estimated building cost per sqm (€)	2,060	1,900
Redevelopment risk	40%	40%
Gross Floor Area (GFA)	4 5,013	45,013
GIY	4, 0 0%	4,10%

Sensitivities to key assumptions

Capitalisation rate

A slight increase in the capitalisation rate used would result in a significant decrease in fair value, and

vice versa.

Market rent

A significant increase in the market rent used would result in a significant increase in fair value, and vice

versa.

Right-of-Use Assets

The following table presents the movements in Right-of-Use (ROU) assets for the year ended 31

December 2025, in accordance with IFRS 16 Leases. All amounts are in euro's €.


Category	Total
Carrying amount as at 1 January 202 4	-
Additions	427
Depreciation for the year	- 12
Impairments	-
Disposals/Lease terminations	-
Carrying amount as at 1 January 202 5	415
Additions	-
Depreciation for the year	- 74
Impairments	-
Disposals/Lease terminations	-
Carrying amount as at 31 December 202 5	341

Buildings relate to the leased office space recognized as ROU assets under IFRS 16. Variable lease

payments (service costs) are included in the contingent liabilities. The lease terms for buildings range

from 5 to 6 years. Depreciation is calculated on a straight-line basis over the lease term. Impairments

are recognized in accordance with IAS 36 Impairment of Assets, where applicable. Depreciation expense

on ROU assets is presented within administrative expenses.

10.

Financial assets


	31 - 12 - 202 5	31 - 12 - 202 4
Financial assets measured at FVTPL	-	2,662
Financial assets measured at amortised cost	4 72	3 57
	472	3 ,019

The movements in the financial assets measured at FVTPL during the year are detailed in the following

table:


	202 5	202 4
Balance as at 1 January	2,662	0
Addition	-	2,662
Disposals	- 2, 662	0
Balance as at 31 December	0	2,662

Financial assets measured at FVTPL

The investment in PB Holding N.V. included in the financial assets measured at FVTPL, valued at €2,175

million, was acquired in 2024 under a conditional agreement and was subsequently sold back for the

same amount in early 2025.

11.

Deferred tax assets


	31 - 12 - 202 5	31 - 12 - 202 4
Deferred tax assets related to the revaluation of
investment properties	591	615
Deferred tax related to profit share provision	688	669
	1, 2 79	1,284

No significant amounts of the deferred tax assets were utilized or settled during 2025.

The deferred tax assets related to the profit share provision arise from the revaluation of two properties

in Hoofddorp, which remained stable in 2025 (2024: increase of €1,2 million). A profit share of 42% has

been agreed upon for third parties. The deferred taxes for this profit share provision have been

recognized using an applicable tax rate of 25.8%. Deferred tax assets are expected to be realized within

the normal investment holding period; no unrecognized deferred tax assets exist at year-end.

The movements in the deferred tax assets during the year are detailed in the following table:


	202 5	202 4
Balance as at 1 January	1,284	8 72
Recognized in profit or loss	- 5	412
Balance as at 31 December	1, 2 79	1,284

12.

Trade and other receivables


	31 - 12 - 202 5	31 - 12 - 202 4
Gross trade debtors	166	198
Provision of doubtful debts	- 143	- 43
Trade debtors	23	156


	31 - 12 - 202 5	31 - 12 - 202 4
Trade debtors	23	156
Accounts receivable from affiliated companies	71	6 9
Other accounts receivable	414	140
Service costs to be invoiced	32 2	24
Revenue to be invoiced	2 4	133
Other prepayments and accrued
income	173	104
	1,0 27	625

All receivables are due within 12 months. Expected credit loss allowances are measured using the

lifetime ECL model under IFRS 9.

13.

Cash and cash equivalents

At 31 December 2025 € 1,059,001 (2024: € 1,5 million) is free at disposal. € 652,000 (2024: € 350,000)

is not free at disposal as it relates to cash reserves with regards to the HypoNOE loan. Cash and cash

equivalents are held with banks with investment-grade credit ratings; restricted balances relate to loan

covenants (see Note 14).

14.

Group Equity

Share capital 2025

The Company’s issued and paid-up share capital as at 31 December 2025 amounts to €2,155,503,

consisting of 17,503,062 common shares A, 4,051,868 preference shares and 100 common shares M,

each with a nominal value of €0.10.

Share capital 2024

The Company’s authorized share capital as at 31 December 2024 amounts to €386,328, consisting of

3,674,586 common shares A with a nominal value of €0.05 each, 4,051,868 cumulative preference

shares with a nominal value of €0.05 each, and 100 common shares M with a nominal value of €0.05

each.

The following table details the Company’s capital structure:

		Number of		Number of shares
		shares		31 December
Type of shares	%	31 December	%	2024
		2025
Common Shares A nominal
value €0,10 each (newly	71.69%	15,452,908	47.56%	3,674,586
allotted)
Pre - merger shares Titan N.V.
value €0,10 each	9.51%	2,050,154	-	-
Preferred Shares nominal value
€0,10 each	18.80%	4,051,868	52.44%	4,051,868
Common Shares M nominal
value of €0,10 each	0.00%	100	0.00%	100
Shares in total	100.00%	21,555,030	100.00%	7,726,554

Share premium

The share premium reserve relates to contribution on issued shares in excess of the nominal value of

the shares (above par value).

Dividends

During the year ended 31 December 2025, the Company declared and paid quarterly dividends to its

shareholders, totalling €486k. The average dividend per share (€) is only paid out to the cumulative

preference shareholders (H1 2025) and to the preference shareholders (H2 2025). The cash outflow

related to these dividend payments is presented within financing activities in the statement of cash

flows. The dividend for the fourth quarter (Q4), amounting to €60,733, was paid in February 2026,

subsequent to the reporting date.

	202 5		202 4
	Average per		Average per
Dividend	share (€)	Total	share (€)	Total
Dividend paid	0.120	486,044	0.155	629,500

The movements in issued share capital are displayed in the Consolidated statement of comprehensive

income.

Capital management

ER Capital N.V. manages equity attributable to shareholders as its primary capital base. The company

adopts a conservative capital structure for its real estate operations to ensure long-term group

sustainability and to maximize long-term shareholder value and continuity.

Covenants

Loan-to-value

The Loan-to-value ratio is calculated by dividing the debt by the investment properties.

Interest cover ratio (ICR)

The interest cover ratio is calculated by dividing the net rental income by the net interest payable.

Debt Service Coverage Ratio (DSCR)

The DSCR is calculated as the net rental income of the collateral over a 12-month period, commencing

on the calculation date, divided by the total debt service (principal and interest) due to the lender during

the same period.

Ratio (Hypo	Covenants	31 December	Cash trap	Covenants 31	31	Cash
Noe) Tranche A	31	2025		December	December	trap
& B	December			2024	2024
	2025
Loan to Value	75%	48 %	No	66.35%	65%	No
Debt Service
Coverage Ratio	1.25	1.70	No	1.25	2.1	No
(DSCR)


Ratio (Mogelijk	Covenants	31 December	Cash trap	Covenants 31	31	Cash
Barendrecht)	31	2025		December	December	trap
	December			2024	2024
	2025
Loan to Value	74%	70 %	No	74%	70%	No
Interest
Coverage Ratio	1.25	1.59	No	1.25	1.59	No
(ICR)

	Covenants 31			Covenants 31	31
Ratio (Mogelijk	December	31 December		December	December	Cash
Den Helder)	2025	2025	Cash trap	2024	2024	trap
Loan to Value	74%	66 %	No	74%	66%	No
Interest
Coverage Ratio	1.25	1.89	No	1.25	1.87	No
(ICR)


Ratio	Covenants 31	31 December	Cash trap	Covenants 31	31	Cash
(Riverbank –	December	2025		December	December	trap
ERC Life B.V.)	2025			2024	2024
Loan to Value	72%	71.4%	No	n/a	n/a	n/a
Interest
Coverage Ratio	n/a	n/a	n/a	n/a	n/a	n/a
(ICR)


Ratio	Covenants 31	31 December	Cash trap	Covenants 31	31	Cash
(Riverbank –	December	2025		December	December	trap
ERC Tower	2025			2024	2024
B.V.)
Loan to Value	60%	58%	No	n/a	n/a	n/a
Interest
Coverage Ratio	n/a	n/a	n/a	n/a	n/a	n/a
(ICR)


Ratio (RNHB	Covenants 31	31 December	Cash trap	Covenants 31	31	Cash
Boreel)	December	2025		December	December	trap
	2025			2024	2024
Loan to Value	6 5 %	60 %	No	n/a	n/a	n/a
Debt Service
Coverage Ratio	1.5	2.07	No	n/a	n/a	n/a
(DSCR)

When either condition is met, a cash trap is applied until the LTV falls below the abovementioned

percentage, the ICR and DSCR exceed the abovementioned ratio.

The cash trap requires the retention of an amount equal to 100% of the excess cash generated during

each calendar quarter in which an interest payment date falls. Excess cash is defined as the operating

income of the collateral, less (a) the periodic principal repayments and interest due to the lender during

the same period, and (b) a lender-determined amount for operating costs and exploitation expenses.

This retained cash must be held in an account on which the lender automatically enforces a lien. The

cash trap is also a conditional ground for early repayment, though the lender is not yet entitled to

demand full repayment of the loan based on this condition.

As of 31 December 2025, the Group was not subject to the cash trap mechanism. Compliance with these

covenants is monitored quarterly, and no breaches necessitating additional repayments or security were

noted as of the reporting date.

15.

Borrowings


	2025	2024
Opening balance 1 January	47,001	24,601
Loans drawn	38,2 26	35,766
Loans repaid	- 5,3 93	- 12,564
Capitalized finance costs	- 403	- 802
Balance as at 31 December	79,432	47,001

The non-current borrowings can be categorised as follows:


	202 5	202 4
Bond loans	10,2 18	7,109
Convertible loans	-	2,690
Private Loans	12, 645	2,250
Subordinate loans	1,300	6,6 41
Debts to lending institutions	48,424	2 6,356
Debts to investment	96	188
Balance as at 31 December	72, 682	45,233

Bond loans


	202 5	202 4
Bond loans series 2007 - 2028/2031	1,495	1,495
Bond loans series A (convertible)	1,238	1,250
Bond loans series B (convertible)	1,250	1,250
Bond loans series C (convertible)	2,250	2,250
Bond loans series D (convertible)	250	250
Bond loans series E (convertible)	1,250	-
Bond loans series F (convertible)	1,250	-
Bond loans series G (convertible)	578	-
Credited interest bonds	6 57	614
Balance as at 31 December	10,2 18	7,109

The Dutch five-year government interest rate is paid on the bond loans series 2007-2008 with a

surcharge of 1% interest and is credited. The bond loan will be repaid in four instalments from 2028 to

2031.

An interest rate of 7.8% is paid on the bond loans series A. The bond loan will be repaid latest from 31

January 2029. An interest rate of 7.2% is paid on the bond loans Series B and repayment is latest from

30 April 2027. Bond loans series C and D both have an interest rate of 7.4% and will also be repaid latest

from 30 June 2028. Bond loan series E to G bear interest rates ranging between 4.0% and 8.0% and have

maturities between 1 April 2027 and 1 April 2032. The bond loans are all unsecured loans.

Convertible loans

In prior years, the convertible loans on the balance sheet of € 2,7 million included an option to be

converted into preferent shares. The conversion price is € 3.00, this means that at conversion date each

€ 1.000 par value of the outstanding principal amount can be converted at the request of the lender into

333 1/3rd shares of each 0.05 par value that are fully entitled to dividends as of that time. All convertible

loans have a term of 1 to 5 years (between 30-4-2027 to 31-12-2029).

During 2025, the conversion rights attached to these loans expired. Consequently, as at 31 December

2025, the loans no longer contain any conversion features and are economically equivalent to private

loans.

Private loans

The non-current private loans, totalling €12,6 million, consist of various unsecured subordinated loans

from individual lenders with maturity dates ranging from January 2026 to October 2034. Interest rates

(ranging from 6% to 15%) depend on the repayment terms, the borrowed amount, and other factors.

No covenants or financial restrictions are attached to these loans.

Subordinated loans

	202 5	202 4
Loan DH 1	900	900
Loan J.G. Vastgoed B.V. 2	-	82
Mortgage loan I VV 3	-	1,550
Mortgage loan II GD 4	-	1,550
Mortgage loan RAS 5	-	2,1 50
Property right loan TK 6	400	400
Balance as at 31 December	1,300	6,6 41

The maturity date is 31 October 2028. The interest on this loan is 8% per annum. ER Capital N.V. and

Overhill Holding B.V. guaranteed the new loan.

Loan J.G. Vastgoed B.V. concerns a loan received in 2019. The interest on this loan is 4% per annum.

This interest rate is increased annually by 1%. The loan originally ran until 1 October 2029. Early

redemption is possible without penalty. Mr. S.J. Eelkman Rooda and Mr. M. Quist are jointly and severally

liable for this debt. This loan was fully repaid in 2025.

Mortgage Loan I VV of € 1,550,000 was granted on October 6, 2021, to finance the registered property

at the Diamantlaan 3 in Hoofddorp. A profit-sharing scheme applies to the loan. Redemption will take

place in a period of 5 years ending 30 September 2026. The lenders have agreed to this loan on the

expressed condition that, if the property is sold to a third party, both Diamantlaan 3 and Diamantlaan 1

in Hoofddorp will be jointly and simultaneously sold.

Mortgage loan II GD of € 1,550,000 was granted on October 6, 2021, to finance the registered property

at the Diamantlaan 3 at Hoofddorp. A profit-sharing scheme applies to the loan. Redemption will take

place in a period of 5 years ending 30 September 2026. The lenders have agreed to this loan on the

expressed condition that, if the property is sold to a third party, both Diamantlaan 3 and Diamantlaan 1

in Hoofddorp will be jointly and simultaneously sold.

Collateral provided on both loans mentioned above is right of (first) mortgage on the registered property

at a value of € 10 million.

Mortgage loan RAS of € 2,200,000 in ERC Vastgoed IV B.V. was granted on August 1, 2022, to finance

the registered property at the Wekkerstraat 20 in Eindhoven. The maturity date was originally 27

December 2027. The interest rate was 7.98%, fixed and to be paid on a monthly base. Collateral was

provided, right of mortgage on the plot with a “self storage building”. Collateral was provided registration

in the amount of € 2.2 million plus 40% for interest and costs at the value of € 3.5 million. Included in

the amount above was an amount of capitalised finance costs of € 40,525. This mortgage loan RAS was

refinanced in October 2025 by the HypoNOE Tranche B facility (€6.25 million) as described below.

Loan TK of € 400,000 was received on December 23, 2022, to finance a concession paid for the

operating of a petrol station. The maturity date is 31 December 2027. The interest rate is 8%, to be paid

in advance per calendar year in January of each year. Furthermore, variable interest rate is 50% of the

(gross) profit in the debtor's capital before tax achieved in any year, whereby the actual costs are capped

at the aforementioned interest rate (8%), increased by an amount of € 5,000, to be indexed annually on

the basis of the CPI. Collateral provided is a right of first lien on all existing and future rights and claims

that the debtor now has on the operator of the petrol station and on all existing and future rental claims.

Debts to lending institutions

	202 5	202 4
Mortgage loan Mogelijk Zakelijke
Hypotheken Fonds III 1	1,380	1,371
Mortgage loan Mogelijk Zakelijke
Hypotheken Fonds V 2	1,277	1,269
Mortgage Loan HypoNoe Tranche A 3	17,459	17,712
Mortgage loan RNHB B.V. ERC
Vastgoed IX 4	1,499	1,558
Mortgage loan RNHB B.V. ERC
Vastgoed X 5	1,089	1,074
Mortgage loan RNHB B.V. ERC
Vastgoed XIV 6	2,055	2,104
Loan Fiduciam 7	-	1,268
Mortgage Loan HypoNoe Tranche B 8	5,890	-
Mortgage Loan Mogelijk 9	1,796	-

Mortgage Loan RNHB
Boreelkazerne 10	5,835	-
Mortgage Loan Riverbank (ERC Life) 11	2,343	-
Mortgage Loan Riverbank (ERC
Tower) 12	7,801	-
Balance as at 31 December	48,424	2 6,356

The mortgage loan of € 1,400,000 (Mogelijk Zakelijke Hypotheken Fonds III) is granted to finance the

registered property located at the Aalborg 8 at Barendrecht. Redemptions will take place after five years

on March 31, 2028. The interest rate is 6.75% fixed till the year 2028. An administration fee of € 438 is

payable per month, i.e. 0.375% on an annual basis on the principal amount of the loan. Included in the

amount above is activated finance costs of € 29,094. The financing costs are written of over a period of

5 years.

For the benefit of the lender, as collateral provided, are rights of mortgage and pledge:

establishment of first mortgage on the Property

pledge, first in priority, of current and future rental receivables and insurance proceeds

pledge, first in priority, of certain present and future movable property.

The ultimate beneficial owner shall be personally liable for € 1,890,000

The mortgage loan of € 1,300,000 (Mogelijk Zakelijke Hypotheken Fonds V) is granted to finance the

registered property located on Industrieweg 35 in Den Helder. Redemptions are paid during a period of

5 years, on August 31, 2028. The interest rate is 6.95% fixed until 2028. An administration fee of €542 is

payable per month, i.e. 0.5% on an annual basis on the principal amount of the loan. Included in the

amount above is capitalised finance costs of € 31,006. The financing costs are written of over a period

of 5 years.

For the benefit of the lender, as collateral provided, are rights of mortgage and pledge:



establishment of first mortgage on the Property



pledge, first in priority, of current and future rental receivables and insurance proceeds



pledge, first in priority, of certain present and future movable property.



The ultimate beneficial owner shall be personally liable for € 1,755,000

On 28

of October 2024 the loan with HypoNoe regarding properties in Vastgoed II was successfully

completed. The loan of € 18.6 Mio is granted until 30 March 2032 with an interest rate of 5%. The loan

will be repaid semi-annually based on a progressive profile with a balloon payment at the end. The first

repayment will take place on the 30

of June 2025. Included in the amount above is capitalised finance

costs of € 561,836. The financing costs are written of over a period of 5 years.

The following has been provided as collateral against the loan:



Cross default and cross collateral between the Vastgoed II assets



Pledge of shares



Subordination of existing and future shareholders loans



ER Capital N.V. shall be a guarantor



Arm’s length asset management agreement



Debt service reserve of in total EUR 500.000 must be accumulated



The Ultimate beneficial owner (Overhill Holding B.V.) shall be personally liable for an amount of

€ 2,000,000 through a Suretyship Agreement according to Dutch Law.



The first right of mortgage is provided on the properties listed below:

Purmerend, Stationsweg 11-16

Purmerend, Stationsweg 21-26

Heerhugowaard, J. Duikerweg 12 (sold in 2025)

Bilthoven, Jan van Eijcklaan 6 en Rembrandtlaan 1

Venlo, Noorderpoort 11

Den Bosch, Rietveldenweg 72 – 86

Dordrecht, Amstelwijckweg 11

Dordrecht, Amstelwijckweg 15

Zoetermeer, Buitenom

Alblasserdam, Kelvinring 48

Mortgage loan RNHB B.V of € 1.69 million was granted on 16 January 2024 to finance the registered

property at Delft in ERC Vastgoed IX B.V. The interest on this loan is 6.9% per annum and the loan runs

until January 2029. Collateral is provided, right of mortgage on the property registration in the amount

of € 2.3 million plus 40% for interest and costs at the value of € 3.3 million. Included in the amount above

is capitalised finance costs of € 13,699. The financing costs are written of over a period of 5 years.

Mortgage loan RNHB B.V of € 1.134 million was granted on 09 February 2024 to finance the registered

property at Emmeloord in ERC Vastgoed X B.V. The interest on this loan is 6.6% per annum and the loan

runs until February 2027. Collateral is provided, right of mortgage on the property registration in the

amount of € 1.5 million plus 40% for interest and costs at the value of € 2.2 million. Included in the

amount above is capitalised finance costs of € 9,351. The financing costs are written of over a period of

5 years. The ultimate beneficial owner shall be personally liable.

Mortgage loan RNHB B.V. of € 2.13 million was granted on 24 July 2024 to finance the registered

property at Oosterhout in ERC Vastgoed XIV B.V. The interest on this loan is 6.9% per annum and the

loan runs until July 2029. Collateral is provided, right of mortgage on the property registration in the

amount of € 2.9 million plus 40% for interest and costs at the value of € 4.17 million. Included in the

amount above is capitalised finance costs of € 19,531. The financing costs are written off over a period

of 5 years. The ultimate beneficial owner shall be personally liable.

A loan was granted by Fiduciam for € 1.3 million regarding the property Diamantlaan 1 in Hoofddorp.

The loan was granted on the 10

of January 2024 and originally runs until the January 2026 (before

refinancing) with an interest of 10.8%. Collateral to the right of mortgage of the property was provided

to an amount of € 2.4 million. Included in the amount above is capitalised finance costs of € 28,546. The

financing costs are written off within one year. The ultimate beneficial owner was personally liable. ERC

Vastgoed I B.V. refinanced its existing Fiduciam loan related to the property Diamantlaan 1A, Hoofddorp,

in May 2025 through a new facility with Mogelijk Hypotheken B.V. The original loan was derecognised

and replaced by a €1,835,000 loan with a fixed interest rate of 6.45% per annum and a 10 year maturity

until May 2035. The facility is secured by first-ranking mortgage rights on the underlying property, and

the refinancing resulted in the write-off of the Fiduciam capitalised finance cost and the refinanced

capitalised costs of € 42,887.

: In October 2025 the existing facility with HypoNOE was amended and restated. The amendment added

ERC Vastgoed IV B.V. as an additional borrower and introduced an additional Tranche B commitment of

€6.25 million, bringing total commitments to €24.687 million. The Termination Date remains 30 March

2032. Interest on Tranche B is charged at Margin + Fixed Interest Rate (Margin: 2.70% per annum if LTV

≤ 73% and DSCR ≥ 130%, otherwise 3.05% per annum). The Fixed Interest Rate for Tranche B was agreed

at 2.376% p.a. (effective 20 October 2025), which results in a total interest rate of 5.076% per annum

for 2025. Included in the amount above is capitalised finance costs of € 126,036. The financing costs are

written off over a period of 5 years.

As additional collateral for Tranche B, the security package was extended to include (among others) first

ranking mortgages over the additional properties at Huis ter Heideweg 10, 12, 14 and 16 (Zeist) and

Wekkerstraat 20 (Eindhoven), as well as pledges over shares, receivables/movables and bank accounts

of the additional borrower. Following utilisation of Tranche B, the additional borrower must fund its debt

service reserve account with €250,000. Included in the amount above is capitalised finance costs of €

132,670. The financing costs are written of over a period of 5 years.

: In May 2025, ERC Vastgoed I B.V. was granted a mortgage loan offer with Mogelijk Hypotheken B.V. for

an amount of €1,835,000, intended to refinance the acquisition and renovation of the investment

property Diamantlaan 1A, Hoofddorp (the Netherlands). The loan has a contractual term of 120 months

and is interest-only, with the full principal contractually due at maturity. Interest is 6.45% per annum

fixed for an initial 60-month period; thereafter the interest rate becomes floating, based on 3-month

EURIBOR plus an applicable margin (as defined in the lender’s terms).

The loan is secured by a mortgage over the above property and pledges over rental receivables,

insurance rights/proceeds and certain assets related to the property. In addition, a personal guarantee

by S.J. Eelkman Rooda has been provided for an amount up to the facility amount (plus contractual

interest and costs). Included in the amount above is capitalised finance costs of € 38,598. The financing

costs are written off over a period of 5 years.

: In October 2025, Stichting ERC Subfonds I (Boreel) entered into a credit agreement with RNHB B.V.

for a principal amount of €6 million in relation to the acquisition and letting of the real estate complex

(apartments and commercial units) located at Boreelplein 39–72 and Houtmarkt 5, Deventer (the

Netherlands). The facility has a term of 36 months and bears interest at 5.90% per annum. Repayment

is linear, with periodic instalments of 1.5% per annum of the original principal (i.e., €7,500 per month).

The loan is secured by a first-ranking mortgage and pledges over the collateral. ER Capital N.V. has

provided a guarantee up to €1.5 million. Included in the amount above is capitalised finance costs of €

70,100. The financing costs are written off over a period of 5 years.

: In December 2025, ERC Life B.V. entered into a loan agreement with RiverBank S.A. for a facility

amount of €2,500,000, which was used for the (partial) financing of the purchase price of the property

‘KCN IV’ located at Nevelgaarde 4-7, Nieuwegein. The loan bears fixed interest of 6.50% p.a., payable

quarterly. The principal is repayable in quarterly instalments of €25,000 from 3 months after drawdown

up to 57 months after drawdown, with a remaining amount of €2,000,000 at the ultimate repayment

date (61 months after drawdown, or earlier 24 January 2031). The facility is secured by, amongst others,

a first-ranking mortgage over the registered properties (including “KCN IV” at Nevelgaarde 4–7,

Nieuwegein), a first-ranking pledge over bank accounts/receivables/movable assets and a share pledge

over the shares in ERC Life B.V.; additionally, ER Capital N.V. provides a corporate guarantee on first

demand. Included in the amount above is capitalised finance costs of € 57,550. The financing costs are

written off over a period of 5 years.

: In December 2025, ERC Tower B.V. entered into a €8.0 million secured term loan facility with

RiverBank S.A. (Tranche 1 lender) and lenders represented by Finance Experts B.V. (Tranche 2). The

facility consists of €5.5 million (Tranche 1) and €2.5 million (Tranche 2) and bears a fixed interest rate of

7.00% per annum, payable quarterly. The loan was used solely for the acquisition of the office building

‘KCN Tower’ located at Nevelgaarde 36-60, Nieuwegein. Repayments are scheduled quarterly from 5

April 2029 until 5 October 2030, with the remaining outstanding principal payable at final maturity on 5

January 2031. Included in the amount above is capitalised finance costs of € 200,550. The financing costs

are written off over a period of 5 years. The facility is secured by, among other things, a first-ranking

mortgage over the properties (maximum amount €8.0 million plus 40% for interest and costs), a first-

ranking share pledge over the shares in ERC Tower B.V. (including conditional transfer of voting rights),

and a first-ranking pledge over (amongst others) bank accounts, receivables/rights and movable assets.

Maturity long-term debts

Summary of principal repayments of long-term debts due in 1 year, 1 to 5 years and after 5 years (x

€1,000):


	2025	2024
Long term debt due within 1 year:	EUR 6,750	EUR 774
Long term debt due with 1 to 5 years:	EUR 45,438	EUR 28,424
Long term debt due after 5 years:	EUR 28,427	EUR 17,297

16.

Deferred tax liabilities

Deferred tax liabilities are recognised for the taxable temporary differences between the tax base

and the accounting base of the appropriate balance sheet items. The current tax rate is 25.8% for 2025

and 2024.

The deferred tax liability relates to the following temporary differences:


	Book value	Fiscal value	Difference	%	P rovision
Investment property	59,720	44,116	15,604	25,8	4,026
Recognised on
business
combinations (IFRS 3	17,300	5,399	11,901	25,8	3,070
/ PPA)
Fiscal provision on
maintenance	0	-537	537	25,8	139
(Vastgoed IX)
Total	7 7 , 020	48, 988	28 , 042		7 , 23 5


	202 5	202 4
Balance as at 1 January	3, 985	3,110
Addition on business combinations	2,73 5	-
Addition uplift fair value business combinations	33 6	-
Addition investment properties	179	875
Balance as at 31 December	7 , 23 5	3, 985

The deferred tax liability disclosed for the investment property relates to a total current value of the

investment property of € 77 million. The corresponding fiscal value of the investment property amounts

to € 49 million.

The deferred tax liability is valued at nominal value and has a predominantly long-term character.

17.

Provisions

	202 5	202 4
Balance as at 1 January	2, 594	2,090
Increase	196	504
Decrease	- 192	0
Balance as at 31 December	2,59 8	2, 594

The increase in the other provision in 2024 and 2025 relates to the profit-sharing obligation arising from

the revaluation of two properties in Hoofddorp, which remained stable in 2025 (2024: increase of €1,2

million). A profit share of 42% has been agreed with third parties on this revaluation gain.

18.

Other non-current liabilities

	202 5	202 4
Payroll Tax	38	53
Turnover Tax	60	142
Interest and fines tax authorities	11	26
Company tax	20	15
Tenant deposits	1,110	635
Balance as at 31 December	1,240	871

Concerning the turnover tax and pay-roll tax the Tax Authorities granted a special regime for repayment

as result of the COVID regulations. Repayment will continue for 5 years, starting from 1 October 2022.

19.

Lease liabilities

The movement in lease liabilities can be presented as follows:

	2025	2024
Balance as at 1 January	486	73
New lease liabilities	-	427
Interest	32	8
Lease payments	- 9 0	- 22
Balance as at 31 December	428	486

Given the size of the lease liabilities, no distinction has been made between the non

current and

current portions.

The maturity of the contractual future lease obligations is as follows:

	31 - 12 - 202 5
Less than 1 year	90
1 - 5 years	3 38
More than 5 years	0
Total lease liabilities	4 28

No distinction has been made between the long-term and short-term portions due to the

immateriality of the lease liabilities.

20.

Current interest bearing loans

	202 5	202 4
Subordinated loans	3,100	-
Private loan	2,750	994
Debt to lending institutions	900	775
Balance as at 31 December	6,750	1,768

Repayment obligation long-term debt

	31 - 12 - 202 5	31 - 12 - 202 4
Mortgage loan I VV	1,550	-
Mortgage loan II GD	1,550	-
Private loans	2,750	-
(Mortgage) loan s RNHB B.V.	193	-
(Mortgage) loan Riverbank	100	-
(Mortgage) loan RNHB - ERC Vastgoed IX	-	63
(Mortgage) loan RNHB - ERC Vastgoed X	-	14
(Mortgage) loan RNHB - ERC Vastgoed XIV	-	27
Mortgage Loan s HypoeNoe Tranche A & Tranche
B	606	326
Loan J.G. Vastgoed B.V.	-	2 2
Loan Caza Manestijn	-	300
Financial lease	-	24
	6,750	775

21.

Other current liabilities

202

Audit fee	200	90
Rental income received in advance	288	432
Net dividend	30	1 54
Amounts to be paid	31 3	236
Interest payables	791	292
Other liabilities	27 6	225
Balance as at 31 December	1,89 8	1,429

No material accruals are subject to significant estimation uncertainty.

22.

Contingent liabilities

Fiscal Unity

Up to 28 June 2025, the Company was part of a Dutch fiscal unity (“fiscale eenheid”) for corporate

income tax (CIT) and a fiscal unity for value added tax (VAT) purposes. As a consequence, the Company

was jointly and severally liable for the tax liabilities of the respective fiscal unities insofar as such liabilities

relate to periods in which the Company formed part of these fiscal unities.

As from 28 June 2025, the fiscal unities for CIT and VAT were terminated and the group companies are

taxed and/or registered individually.

Composition of the fiscal unities (until 28 June 2025)

	CIT fiscal	VAT fiscal
Entity	unity	unity	Remarks
ER Capital N.V.	Yes	Yes
ER Capital Vastgoed Management &
Beheer B.V.	Yes	Yes
ER Services en Administraties B.V.	Yes	Yes
ER Capital Corporate Finance B.V.	Yes	Yes
ER Capital Finance N.V.	Yes	Yes
ERC Support B.V.	Yes	Yes
ERC Vastgoed I B.V.	Yes	Yes
ERC Vastgoed II B.V.	No	Yes
ERC Vastgoed III B.V.	No	No	Not in VAT fiscal unity as from 1
			April 2025
ERC Vastgoed IV B.V.	No	No
ERC Vastgoed V B.V.	Yes	No

	CIT fiscal	VAT fiscal
Entity	unity	unity	Remarks
ERC Vastgoed VI B.V.	No	Yes
ERC Vastgoed VII B.V.	No	Yes
ERC Vastgoed VIII B.V.	No	No
ERC Vastgoed IX B.V.	Yes	No
ERC Vastgoed X B.V.	No	No
ERC Vastgoed XII B.V.	No	No
ERC Vastgoed XV B.V.	No	No
ERC Investments B.V.	No	No
ER Capital CDC & Fondsmanagement B.V.	No	No
ERC CDC Management B.V.	No	No
ERC Vastgoed Holding B.V.	No	No
ERC Tussenholding I B.V.	No	No
ERC Tussenholding II B.V.	No	No
Stichting ERC Subfonds I (Boreel)	No	No

Other fiscal unities within the Group

Certain subsidiaries of the Group form part of a separate Dutch fiscal unity for corporate income tax and

VAT purposes, which does not include the Company.

This fiscal unity comprises the following entities:



ERC KCN B.V.



ERC Tower B.V.



ERC Life B.V.



Be Sure B.V.

Rental Commitments buildings

The company and its group companies have long term rental commitments, which relate to the rent of

the office. The commitments for rent amounts to € 90,000 per year (5 year term until 31-8-2030) and

service costs that amounts to € 25k per year. The lease agreement includes an option to extend the term

for an additional period of 5 years.

Deferred tax assets

The Group has carried forward tax losses available to use against future taxable profits from the financial

years 2018 to 2024. The available tax losses carried forward for all entities in ER Capital N.V. amounts to

€14,803,962 (2024: €7,968,566) and for ER Capital N.V. company only it amounts to € 4,080,055 (Titan

N.V. 2023: 2,910,056). No deferred tax assets have been recognised for these carried forward tax losses.

23.

Related party transactions

All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be

a related party. Also, entities which can control, jointly control or significantly influence the Company

are considered a related party. In addition, the Executive Board and close relatives are regarded as

related parties. The related party transactions during 2025 can be classified into the following categories:

		Assets		Assets
Related party and	Nature of	(liabilities)	Income	(liabilities)	Income
nature	transaction(s)	31	(expense)	31	(expense)
		December	2025	December	2024
		2025		2024
Business Building B.V.	Mortgage loan	75	5	75	5
(The Director of ER	from ER
Capital N.V. holds	Capital
significant influence	Finance N.V. to
in Business Building	Business
B.V. through Overhill	Building B.V.
Holding B.V. This	with 6%
related party falls	interest and
outside ER Capital	maturity date
N.V.’s group	31-12-2027
structure)
Business Building B.V.	Current	113	n/a	- 35	n/a
(The Director of ER	account
Capital N.V. holds
significant influence
in Business Building
B.V. through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)
Business Building B.V.	Management	n/a	13	n/a	25
(The Director of ER	and
Capital N.V. holds	maintenance
significant influence	fee
in Business Building
B.V. through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)

Overhill Holding B.V.	Current	0	n/a	215	8
(Personal holding of	account
the Director with
significant influence
over ER Capital N.V.)
Overhill Holding B.V.	A convertible	n/a	n/a	n/a	- 4
(Personal holding of	loan of EUR
the Director with	400,000 was
significant influence	agreed upon
over ER Capital N.V.)	in 2017, with
	an annual
	interest rate of
	1%. In 2024,
	the
	outstanding
	principal and
	accrued
	interest were
	converted into
	common
	shares.
Overhill Holding B.V.	Management	n/a	- 223	n/a	- 210
(Personal holding of	fee
the Director with
significant influence
over ER Capital N.V.)
ER Capital	Current	387	- 9	- 152	13
Multifeeder I B.V.	account
(Direct shareholder
of ER Capital N.V.)
Stichting	Current	30	n/a	n/a	n/a
Administratiekantoor	account
ER Capital
(Shareholder)
ERC Partners B.V.	Current	9	n/a	8	n/a
(The Director of ER	account
Capital N.V. holds
significant influence
in ERC Partners B.V.
through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)
BH Tupolevlaan	Current	5	n/a	5	n/a
Building B.V. (The	account
Director of ER Capital
N.V. holds significant
influence in BH


Tupolevlaan B.V.
through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)
ERC	Current	71	n/a	69	4
Vermogensbeheer	account
B.V. (The Director of
ER Capital N.V. is the
sole shareholder of
ERC
Vermogensbeheer
B.V. through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)
Serjo Beleggingen	Current	n/a	n/a	102	5
B.V. (The Director of	account
ER Capital N.V. is the
sole shareholder of
Serjo Beleggingen
B.V. through Overhill
Holding B.V. This
related party falls
outside ER Capital
N.V.’s group
structure)

24.

Events after the reporting period

Subsequent to the reporting date, the Group acquired Businesspark Geusselt in Maastricht, the

Netherlands, as part of its strategy to establish a new real estate fund. The property generates annual

rental income of approximately €1.7 million.

The acquisition will be incorporated into one of the Group’s future real estate funds. As this transaction

occurred after the reporting period, no adjustments have been made to the consolidated financial

statements for the year ended 31 December 2025.

Authorisation of the consolidated financial statements

The consolidated financial statements were prepared by the Executive Board and authorised for issue

on 29 April 2026. The shareholders have the power to amend the consolidated financial statements after

issuance.

Company income statement

For the year ended 31 December 2025

(x € 1,000)

Note

2025

2024

Cost of sales

-3

Administrative costs

-3,570

-608

Depreciation tangible fixed assets

-23

Total costs

-3,593

-608

Operating result

-3,596

-608

Financial income

520

Financial expenses

-3

-1

Result before participations in group

companies

-3,080

-516

Result participations

-4,124

Result after participations in group

companies

-7,204

-516

Taxes

-52

Result after taxes

-7,256

-516

Company balance sheet

(before proposed profit appropriation)

For the year ended 31 December 2025

(x € 1,000)

Note

31 December 2025

30 September 2024

Assets

Intangible fixed assets

Financial fixed assets

5,335

Total non-current assets

5,391

Trade and other receivables

22,847

2,951

Cash and cash equivalents

583

Total current assets

22,853

3,534

Total assets

28,244

3,534

Shareholders' equity

2,522

3,516

Liabilities

Provision for negative equity of

subsidiaries

3,196

Other non-current liabilities

130

Non-current liabilities

3,326

Debts to suppliers and trade credits

120

Debt to group companies

22,231

Other current liabilities

Current liabilities

22,396

Total liabilities

25,723

Total shareholders' equity and

liabilities

28,244

3,534

Notes to the company financial statements

General

On 30 June 2025 a legal demerger was effectuated whereby all assets and liabilities of ER Capital N.V.

(old) were transferred under universal succession of title to three subsidiaries of Titan N.V. As a result of

the demerger, ER Capital N.V. (old) ceased to exist as a legal entity. Following the demerger, Titan N.V.

changed its statutory name to ER Capital N.V. on 30 June 2025.

For accounting purposes, the legal restructuring has been treated as a reverse acquisition, whereby ER

Capital N.V. (old) is identified as the accounting acquirer and Titan N.V. as the accounting acquiree. The

comparative figures in the company financial statements relate to Titan N.V., being the legal predecessor

of ER Capital N.V.

The current financial year covers a period of 15 months from 1 October 2024 to 31 December 2025. The

financial year was statutorily extended in connection with the legal restructuring and demerger. The

comparative figures relate to the 12-month period from 1 October 2023 to 30 September 2024 and

therefore reflect a different reporting period. Consequently, the comparative figures are not fully

comparable with the figures for the current financial year.

The comparative balance sheet is presented as at 30 September 2024, being the closing date of the

preceding financial year of Titan N.V., whereas the current year balance sheet is presented as at 31

December 2025. Further information regarding this transaction is included in the notes to the

consolidated financial statements.

The company financial statements have been prepared in accordance with the provisions of Title 9, Book

2 of the Dutch Civil Code. In doing so, use is made of the option included in Article 2:362 paragraph 8 of

the Dutch Civil Code to apply the accounting policies used in the consolidated financial statements.

For the general principles applied in the preparation of the company financial statements, the

accounting policies for the recognition and measurement of assets and liabilities and the determination

of the result, as well as the disclosures relating to the individual assets and liabilities and the results,

reference is made to the notes to the consolidated financial statements, unless stated otherwise.

Accounting principles for determining the result

The result is the difference between the realisable value of the goods/services provided and the costs

and other charges during the year. The results on transactions are recognised in the year in which they

are realised.

Result from participating interests

The result represents the Company's share in the profit or loss of participating interests and

corresponds to the change in the net asset value of the participation attributable to the Company.

Financial fixed assets

Participating interests in group companies are valued using the net asset value method. Under this

method, participating interests are carried at the company's share in their net asset value. The net asset

value increases with its share in the results of the participating interest and its share in the changes

recognized directly in the equity of the participating interest as from the acquisition date, determined

in accordance with the accounting policies disclosed in these financial statements.

The net asset value decreases with the entity's share in the dividend distributions from the participating

interest. The company's share in the results of the participating interest is recognized in the income

statement. If and to the extent the distribution of profits is subject to restrictions, these are included in

a legal reserve. The company's share in direct equity increases and decreases of participating interests

is also included in the legal reserve, except for asset revaluations recognized in the revaluation reserves.

If the value of the participating interest under the net asset value method has become nil, this method

is no longer applied, with the participating interest being valued at nil as long as the net asset value

remains negative.

In connection with this, any long-term interests that, in substance, form part of the investor's net

investment in the participating interest are included. A provision is formed if and to the extent the

company is liable for all or part of the debts of the participating interest or if it has a constructive

obligation to enable the participating interest to repay its debts. A subsequent obtained share of the

profit of the participating interest is recognized only if and to the extent that the accumulated share of

the previously unrecognized loss has been compensated.

Revaluation reserve for investment properties

Gains or losses arising from changes in the fair value of investment properties are recognised in the

profit and loss account of the period in which the change occurs. In addition, to the extent that the result

of the financial year permits, a revaluation reserve is formed and charged to the general reserve.

Because, in principle, no frequent market quotations exist for investment properties, the Company

recognises a revaluation reserve on the basis of Article 2:390 paragraph 1 of the Dutch Civil Code.

Pursuant to Article 2:390 paragraph 3 of the Dutch Civil Code, the revaluation reserve may not exceed

the difference between the carrying amount based on acquisition or manufacturing cost and the

carrying amount based on the fair value applied in measuring the assets to which the revaluation reserve

relates.

In determining the carrying amount based on acquisition or manufacturing cost, account is taken of the

cumulative depreciation and impairments, as determined if the cost model had been applied.

25.

Financial fixed assets

Participations from Group companies

2025

2024

ERC Vastgoed Holding B.V.

(100%)

085

ERC Tussenholding I B.V.

(100%)

ERC

Tussenholding II B.V.

(100%)

085

Receivables from group companies

2025

2024

ERC Vastgoed II B.V.

2,250

Total

335

The receivables from group companies (€2,250 million) relate to a subordinated intercompany loan

granted to ERC Vastgoed II B.V. The loan bears interest at 4% per annum, has no mandatory repayment

schedule, and matures on 1 May 2028.

Movement

Participations from Group companies

Balance at beginning of period

30 September 2024

Participations recognised through legal demerger

Result participations

124

Balance at 31 December 2025

085

Following the legal demerger on 30 June 2025, three intermediate holding companies were established.

Participating interests with a negative net asset value are measured at nil. To the extent that the

Company guarantees the obligations of these entities, a provision is recognised for the negative net asset

value of the respective participating interest.

26.

Trade and other receivables

Trade receivables from group companies

2025

2024

ER Capital Finance N.V.

21,764

ERC Vastgoed I B.V.

ERC Vastgoed II B.V.

592

ERC Vastgoed V B.V.

ERC Vastgoed Management en Beheer B.V.

Stichting ERC Subfonds I (Boreel)

ERC Vastgoed VI B.V.

ERC Vastgoed XI B.V.

Trade receivables from shareholder

2025

2024

ER Multifeeder B.V.

254

Other

repayments

109

Other Current Assets

2,825

Total

22.

847

2,951

27.

Equity

Share capital

Amount (€ x1,000)

Balance 30 September 2024 (Titan N.V.) – representing 2,050,154 issued

shares with a nominal value of €0.10 each

205

Allotment of 19,504,876 shares in connection with the reverse listing of Titan

N.V. into ER Capital N.V.

1,950

Balance 31 December 2025 – representing 21,555,030 issued shares

2,155

Share premium

Amount (€ x1,000)

Balance 30 September 2024 (Titan N.V.)

3,877

Capital restructuring

12,360

Listing service expense (Titan N.V.)

1,887

Balance 31 December 2025

18,124

Other reserves

Amount (€ x1,000)

Balance 30 September 2024 (Titan N.V.)

-49

Contribution of ER Capital N.V. reserves

-12,566

Reclassification revaluation reserve

4,035

Dividend distribution ER Capital N.V.

-482

Dividend distribution Titan N.V.

-2,829

Reverse acquisition reserve Titan including

profit appropriation prior year Titan

3,425

Balance 31 December 2025

-8,466

During the Annual General Meeting of former Titan N.V., held on March 28, 2025, the Company’s

shareholders approved the distribution of a dividend for the financial year 2024 from the Company’s

equity reserves, in the amount of € 1.38 per share. All dividends would be paid in cash to the

shareholders and shall be distributed after deduction of dividend withholding taxes of 15%, unless an

exemption was applicable and timely requested. On 17 April, 2025, the dividend was paid to the

shareholders.

Treasury shares

Amount (€ x1,000)

Balance 30 September 2024 (Titan N.V.)

Purchase own shares

-2,035

Balance 31 December 2025

-2,035

The difference between equity in the company balance sheet and shareholders' equity in the

consolidated balance sheet is explained, among other things, by the fact that participating interests

included in the consolidation have negative net asset values but are valued at €1 in the company

balance sheet.

28.

Provision for negative equity of subsidiaries

Provision

Balance at beginning of period 30 September 2024

–

Recognition of negative net asset value

3,196

Balance 31 December 2025

3,196

29.

Debt to group companies

Trade receivables from group companies

31-12-2025

30-9-2024

Support B

.V.

1,753

ER Capital Corporate Finance

B.V.

ERC

Tussenholding I B.V.

19,60

Capital Finance N.V.

ERC

Investments B.V.

639

ERC Vastgoed

III

B.V.

ER Services en Administraties B.V.

113

Total

231

An interest rate of 4% is charged on the current account if the balance is higher than € 50,000.

Signing of the financial statements

Rotterdam, 29 April 2026

Managing Director

Sebo Jan Eelkman Rooda

ER Capital N.V.

INDEPENDENT AUDITOR'S REPORT

To: The shareholders and supervisory board of ER Capital N.V.

Report on the audit of the financial statements 2025 included in the annual report

Our opinion

We have audited the financial statements 2025 of ER Capital N.V. based in Rotterdam. The

financial statements comprise the consolidated and company financial statements.

In our opinion, the accompanying financial statements give a true and fair view of the financial

position of ER Capital NV as at 31 December 2025 and of its result and its cash flows

for 2025 in accordance with International Financial Reporting Standards as adopted by the

European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

The consolidated financial statements comprise:

the consolidated and company statement of financial position as at 31 December 2025;

the following statements for 2025:

the

consolidated

and

company

income

statement,

the

consolidated

and

company statements of comprehensive income, changes in equity and cash flows; and

the notes comprising material accounting policy information and other explanatory

information.

The company financial statements comprise:

1. the company balance sheet as at 31 December 2025;

2. the company profit and loss account for 2025; and

3. the notes comprising a summary of the accounting policies and other explanatory

information.

Basis for our opinion

We conducted our audit in accordance with European laws and regulations, Dutch law,

including the Dutch Standards on Auditing (NV COS), and International Standards on Auditing

(ISA). Our responsibilities under those standards are further described in the ‘Our

responsibilities for the audit of the financial statements’ section of our report.

We are independent of ER Capital N.V. in accordance with the applicable requirements of the

EU Audit Regulation (Regulation (EU) No 537/2014), the Wet toezicht accountantsorganisaties

(Wta), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten

(ViO), and other relevant independence laws and regulations applicable in the Netherlands.

Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants

(VGBA) and the International Ethics Standards Board for Accountants Code of Ethics for

Professional Accountants, including the International Independence Standards.

In addition, as a statutory audit firm established in Cyprus, we also comply with the applicable

requirements of the Cyprus Auditors Law 53(I)/2017 and related ethical and independence

requirements, as well as applicable local laws and regulations governing auditor independence.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a

whole and in forming our opinion thereon. The following information in support of our opinion

was addressed in this context, and we do not provide a separate opinion or conclusion on these

matters.

Materiality

Based on our professional judgement we determined the materiality for the financial statements

as a whole at €951.580. The materiality is based on 1% on total assets. We have also taken into

account misstatements and/or possible misstatements that in our opinion are material for the

users of the financial statements for qualitative reasons.

We agreed with the supervisory board that misstatements in excess of €18.155, which are

identified during the audit, would be reported to them, as well as smaller misstatements that in

our view must be reported on qualitative grounds.

Risk of material misstatements related to Fraud, non-compliance with laws and

regulations and Going concern



Fraud risks: Given the judgment involved in valuation and revenue recognition, there

is a risk of management override of controls and inappropriate adjustments, particularly

through manual journal entries.



Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of

material misstatements related to NOCLAR risks have been identified.



Going concern risks: We considered whether events or conditions exist that may cast

significant doubt on the Company’s ability to continue as a going concern. While the

assessment involves judgment, we did not identify a material uncertainty.

Audit approach fraud risks

In chapters ‘Corporate Governance’ and ‘Risk Management' of the annual report, the Board of

Management describes its procedures in respect of the risk of fraud and non-compliance with

laws and regulations and the Supervisory Board reflects on this in its report.

As part of our audit, we obtained an understanding of the Company and its business

environment and assessed the design and implementation of the Company’s risk management

in relation to fraud and non-compliance. Our procedures included, amongst other things,

evaluating the Company’s code of conduct, whistleblowing procedures, incidents register and

its procedures for investigating indications of possible fraud and non-compliance (when

applicable).

Furthermore, we performed relevant inquiries with the Board of Management and Supervisory

Board and other relevant functions. We have also incorporated elements of unpredictability in

our audit such as the authorisation of bank payments at group level.

As a result from our risk assessment, we identified the following laws and regulations as those

most likely to have a material effect on the financial statements in case of non-compliance:



Anti-money laundering laws and regulations; and



Anti-bribery and corruption laws and regulations.

Based on the above and on the auditing standards, we identified the following fraud risk that is

relevant to our audit, including the relevant presumed risks laid down in the auditing standards,

and responded as follows:

Management override of controls (a presumed risk)

Risk:

Board of Management is in a unique position to manipulate accounting records and prepare

fraudulent financial statements by overriding controls that otherwise appear to be operating

effectively.

Responses:

We evaluated the design and the implementation of internal controls that mitigate fraud and

non-compliance risks, such as processes related to journal entries and estimates;

We performed a data analysis of high-risk journal entries (adjustments to initially recorded

changes in fair value of investment property above a threshold). Further we evaluated the key

estimate valuation of property investments and other judgments for bias by the Board of

Management. This included a retrospective review of prior years’ estimates; and where we

identified instances of unexpected journal entries or other risks through our data analysis, we

performed additional audit procedures to address each identified risk, including testing of

transactions back to source information.

Revenue recognition (a presumed risk)

Risk:

We identified a fraud risk in relation to the recognition of rental income. This risk inherently

includes the fraud risk that management deliberately overstates rental income, throughout the

period, as management may feel pressure to achieve the communicated expectations for

revenue related metrics for the current year.

Responses:

We have evaluated the design and implementation of relevant controls related to the recognition

of rental income;

We have performed test of details on rental income where we traced back the recognized

income to underlying agreements and/or indexation letters;

We have identified manual journal entries and other adjustments related to rental income with

characteristics that make them susceptible to fraud and tested the appropriateness of these

entries and adjustments; and

We assessed the adequacy of the Company’s disclosure with respect to rental income in

relation to EU-IFRS.

Our evaluation of procedures performed related to fraud and non-compliance with laws and

regulations did not result in a key audit matter.

We communicated our risk assessment, audit responses and results to the Board of Management

and the Supervisory Board.

Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and

noncompliance that are considered material for our audit.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements. We have communicated the key audit

matters to the supervisory board. The key audit matters are not a comprehensive reflection of

all matters discussed.

Fair value of investment properties (

€

90.8 million)

Description and reason this is a key audit matter

Investment properties represent €90.8 million (94% of total assets) and are measured at fair

value under IAS 40 and IFRS 13, classified as Level 3. Board of Management engaged two

independent external valuers, Cushman & Wakefield and Envalue. The commercial portfolio

is valued using the capitalisation approach and discounted cash flow method; the Hoofddorp

D1+D3 properties are valued under the highest-and-best-use principle using the residual value

method, assuming residential redevelopment commencing June 2029. Given the materiality of

the balance and the subjectivity of the underlying assumptions, we consider this a key audit

matter.

How our audit addressed this matter

We assessed the competence, objectivity and independence of the external valuers in

accordance with NV COS 620, which is based on International Standards of Auditing 620. We

obtained the valuation reports and evaluated whether the methodologies applied are consistent

with IAS 40, IFRS 13 and IVS. We challenged key assumptions — including estimated rental

values, gross initial yields and vacancy rates — against available market data. For the

Hoofddorp D1+D3 residual value model, we assessed the reasonableness of the projected sales

price, construction costs, risk reduction factor and development timeline. We also assessed the

adequacy of disclosures under IFRS 13 and IAS 40.

Accounting for Reverse Acquisition, Business Combinations (IFRS 2, IFRS 3 and IFRS

10)

Description and reason this is a key audit matter

FY 2025 involved three significant transactions. The reverse listing is accounted for under

IFRS 2 Share-based Payment; the KCN Group and Van Boom & Slettenhaar acquisitions are

accounted for as business combinations under IFRS 3 Business Combinations. Each transaction

required significant Board of Management judgement on control assessment, fair value

measurement and the determination of the resulting expenses or goodwill.

The reverse listing (30 June 2025) involved the legal demerger of the former privately held ER

Capital N.V., whereby all its assets and liabilities were transferred to three subsidiaries of Titan

N.V. The Board of Management determined that Titan N.V. does not constitute a business as

defined under IFRS 3, as it held no active operations and no substantive processes at the

transaction date. Accordingly, the transaction is accounted for under IFRS 2 Share-based

Payment rather than IFRS 3. Under this approach, the deemed cost of the combination is

measured as the excess of the fair value of the equity instruments that ER Capital N.V. (old)

would hypothetically have had to issue to give Titan’s existing shareholders their post-

transaction proportionate interest, over the fair value of Titan’s identifiable net assets. The

excess of €1.8 million is recognised as a listing service expense in profit or loss in the period,

reflecting the economic substance of acquiring a stock exchange listing. Titan N.V. is a non-

operating shell (not a business), therefore IFRS 3 is not applicable, and the transaction is

accounted for under IFRS 2 as a listing service and the transaction is a reverse acquisition.

The KCN Group acquisition (December 2025) involved de facto control at a 32% indirect

interest under IFRS 10 Consolidated Financial Statements, full goodwill method for the 68%

NCI, a fair value uplift on investment property of €1.3 million, related DTLs of €1.7 million

and goodwill of €129k. The Van Boom & Slettenhaar acquisition (January 2025) resulted in

goodwill, with 51% of shares prepaid but not yet legally transferred at the acquisition date.

Given the complexity and the risk of material misstatement in the resulting balances, we

consider this a key audit matter.

How our audit addressed this matter

We reviewed all relevant transaction documentation, the notarial deed of demerger, share

purchase agreements and Board of Management’s accounting position papers. For the reverse

listing, we assessed Board of Management’s determination that Titan N.V. does not constitute

a business under IFRS 3 and evaluated the consequent application of IFRS 2. We independently

verified the calculation of the deemed cost, including the fair value of the hypothetical equity

instruments issued by ER Capital N.V. (old) and the fair value of Titan’s net identifiable assets,

and assessed the resulting €1.89 million listing service expense recognised in profit or loss. We

further assessed that the listing service expense is fully recognised in profit or loss, with the

corresponding credit reflected in equity (share premium).

For the KCN Group, we evaluated the de facto control assessment under IFRS 10 and

independently assessed the completeness and accuracy of the purchase price allocation,

including the NCI fair value measurement and related DTLs. For Van Boom & Slettenhaar, we

assessed the recognition of the prepaid 51% interest and the determination of goodwill. For all

transactions, we assessed compliance of the disclosures with IFRS 2 Share-based Payment,

IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements.

Recognition and measurement of deferred tax liabilities (€7.2 million)

Description and reason this is a key audit matter

Deferred tax liabilities increased from €4.0 million to €7.2 million in 2025, comprising three

components: the temporary difference on investment properties (book value €59.7M versus

fiscal value €44.1M, DTL €4M), DTLs recognised on business combination PPAs (€3.1M) and

a fiscal maintenance provision in ERC Vastgoed IX B.V. (€139k). The measurement is directly

interdependent with Key Audit Matter 1 (fair value of investment properties) and Key Audit

Matter 2 (business combinations), as the PPA fair values directly determine the IFRS 3-related

DTLs. Additional judgement is required on the IAS 12 sale presumption for investment

properties and the permissibility of offset within the relevant fiscal unity structures. Given this

interdependency, the complexity of the calculations and the materiality of the balance, we

consider this a key audit matter.

How our audit addressed this matter

We reconciled the book and fiscal values of investment properties and PPA-related assets to

the underlying financial statements, tax returns and computation schedules. We evaluated

Board of Management's application of the IAS 12 sale presumption and verified that the 25.8%

tax rate reflects the enacted rate as at 31 December 2025. We independently verified the DTLs

arising from the KCN Group PPA and the DTLs arising from temporary difference on

investment properties. We assessed the permissibility of offset between deferred tax assets and

liabilities within the fiscal unity structures and evaluated the adequacy of disclosures in Note

16.

Going concern and liquidity position

Description and reason this is a key audit matter

We identified the assessment of the Company’s ability to continue as a going concern, in the

context of liquidity and funding risks, as a key audit matter.

The Board of Management has prepared the financial statements on a going concern basis. As

disclosed in note Going Concern and liquidity in page 41, management has identified events

and conditions relating to the Company’s liquidity position and forecast cash flows, including

the need for continued execution of planned transactions and access to external financing.

Management has assessed these matters and concluded that they do not give rise to significant

doubt about the Company’s ability to continue as a going concern.

As at 31 December 2025, shareholders’ equity amounts to €2.96 million compared to total

assets of €96.9 million (equity ratio of approximately 0.03). The Company recorded a net loss

of €6.7 million in 2025 (2024: €1.9 million) and reports negative operating cash flows. Free

cash amounts to €1.1 million, of which €652k is restricted under the HypoNOE facility. The

current portion of interest-bearing loans amounts to €6.75 million, including Mortgage Loans

VV and GD (€3.1 million combined) maturing in September 2026.

The Company’s cash flow projections indicate that sufficient liquidity is maintained throughout

the forecast period, supported by existing cash balances at both entity and consolidated level.

In addition, management has incorporated expected funding inflows from existing investors,

including KCN and Borrel and De geusselt, based on prior funding patterns and ongoing

relationships. Historically, the Group has demonstrated its ability to secure funding when

required, which supports the assumptions applied in the forecasts.

While the availability of future funding remains subject to investor willingness and market

conditions, the Group is not solely dependent on obtaining additional financing to meet its

obligations within the forecast period. Accordingly, management considers the liquidity

position to be adequate.

These circumstances required significant judgement by the Board of Management in assessing

the Company’s ability to continue as a going concern, particularly in relation to forecast cash

flows, the timing and feasibility of planned transactions, the availability of refinancing for

existing debt obligations, and the effectiveness of mitigating measures. Based on the audit

evidence obtained, we consider management’s assessment to be reasonable and conclude that

no material uncertainty exists that would require separate disclosure under ISA 570.

Accordingly, the use of the going concern basis of accounting is appropriate. Given the level

of judgement involved and the sensitivity of the underlying assumptions, we considered this

matter to be a key audit matter.

How our audit addressed this matter

Our audit procedures included, among others, obtaining and evaluating the Board of

Management’s going concern assessment and the underlying cash flow forecasts covering a

period of at least twelve months from the date of approval of the financial statements. We

assessed whether management’s assessment included all relevant information of which we

became aware as a result of our audit.

We evaluated the methodology applied in the preparation of the forecasts and assessed the

reasonableness of key assumptions, including projected rental income, operating costs,

scheduled debt repayments and anticipated refinancing activities.

We specifically assessed the feasibility of refinancing the Mortgage Loans VV and GD

maturing in September 2026, taking into account the Company’s current financial position,

prevailing market conditions and historical refinancing track record. We evaluated compliance

with loan covenants and assessed the level of headroom across all loan facilities. We also

verified that restricted cash of €652k under the HypoNOE facility was appropriately excluded

from available liquidity.

In addition, we performed sensitivity analyses on the most significant assumptions, including

potential decreases in property values and increases in vacancy rates, to assess the robustness

of management’s assessment under reasonably possible downside scenarios. We further

assessed the status and feasibility of planned transactions and financing arrangements that are

critical to the Company’s liquidity position.

We also considered whether additional facts or information became available after

management’s assessment date that may affect the going concern assumption, and we remained

alert throughout the audit for indicators of events or conditions that may give rise to significant

doubt.

Finally, we evaluated whether the disclosures in the financial statements adequately describe

the relevant facts and circumstances in accordance with the applicable financial reporting

framework. Based on the audit evidence obtained, we consider the use of the going concern

basis of accounting to be appropriate and the related disclosures to be adequate.

Report on the other information included in the annual report

The annual report contains other information, in addition to the financial statements and our

auditor's report thereon.

Based on the following procedures performed, we conclude that the other information:

is consistent with the financial statements and does not contain material misstatements;

contains all the information regarding the Board of Management report and the other

information as required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained

through our audit of the financial statements or otherwise, we have considered whether the

other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the

Dutch Civil Code and the Dutch Standard 720, which is based on International Standard on

Auditing (ISA) 720 (Revised). The scope of the procedures performed is substantially less than

the scope of those performed in our audit of the financial statements.

The Board of Management is responsible for the preparation of the other information, including

the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other

information as required by Part 9 of Book 2 of the Dutch Civil Code and applicable European

Union laws and regulations.

Internal risk management and control systems (the 'VOR')

The Board of Management's statement on the internal risk management and control systems

(the 'VOR') is included in the chapter on risk factors of the annual report, as required by the

Dutch Corporate Governance Code 2025. As part of our audit procedures, and in accordance

with Dutch Standard 720, which is based on International Standard on Auditing (ISA) 720

(Revised), we have read this statement and considered whether it is consistent with our

knowledge and understanding obtained during the audit of the financial statements. Our

procedures included inquiries with Board of Management, review of board and supervisory

board minutes, and inspection of risk registers and internal control documentation.

We have assessed whether the statement is consistent with the information obtained during our

audit and whether anything has come to our attention that causes us to believe that the statement

is materially inconsistent with our knowledge obtained during the audit.

Based on these procedures, nothing has come to our attention that causes us to believe that the

Board of Management’s statement on the internal risk management and control systems is

materially inconsistent with the information obtained during our audit.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by the supervisory board as auditor of ER Capital NV on 11 November 2025,

as of the audit for the year 2025 and have operated as statutory auditor ever since that financial

year. This is our first year of engagement, concluding with the issuance of this auditor's report.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU

Regulation on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Format (ESEF)

ER Capital N.V. has prepared its annual report in ESEF. The requirements for this are set out

in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on

the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion the annual report prepared in XHTML format, including the (partly) marked-up

consolidated financial statements as included in the reporting package by ER Capital NV,

complies in all material respects with the RTS on ESEF.

Board of Management is responsible for preparing the annual report including the financial

statements in accordance with the RTS on ESEF, whereby Board of Management combines the

various components into one single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report

in this reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard

3950N 'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een

digitaal verantwoordingsdocument' (assurance engagements relating to compliance with

criteria for digital reporting).

Our examination included among others:

Obtaining an understanding of the entity's financial reporting process, including the

preparation of the reporting package;

Identifying and assessing the risks that the annual report does not comply in all material

respects with the RTs on ESEF and designing and performing further assurance procedures

responsive to those risks to provide a basis for our opinion, including:

Obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance document and the XBRL

extension taxonomy files have been prepared in accordance with the technical

specifications as included in the RTS on ESEF;

Examining the information related to the consolidated financial statements in the

reporting package to determine whether all required mark-ups have been applied and

whether these are in accordance with the RTS on ESEF.

Description of responsibilities regarding the financial statements

Responsibilities of Board of Management

and the supervisory board for the financial

statements

The Board of Management is responsible for the preparation and fair presentation of the

financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil

Code. Furthermore, the Board of Management is responsible for such internal control as the

Board of Management determines is necessary to enable the preparation of the financial

statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Board of Management is responsible

for assessing the company's ability to continue as a going concern. Based on the financial

reporting frameworks mentioned, the Board of Management should prepare the financial

statements using the going concern basis of accounting, unless Board of Management either

intends to liquidate the company or to cease operation, or has no realistic alternative but to do

so.

The Board of Management should disclose events and circumstances that may cast significant

doubt on the company's ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain

sufficient appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means

we may not detect all material misstatements, whether due to fraud or error, during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements. The materiality affects the nature, timing and

extent of our audit procedures and the evaluation of the effect of identified misstatements on

our opinion.

We have exercised professional judgement and have maintained professional scepticism

throughout the audit, in accordance with Dutch Standards on Auditing (NV COS), which are

based on the International Standards on Auditing (ISA), and in compliance with relevant ethical

requirements, including the IESBA Code of Ethics for Professional Accountants, and

independence requirements.

Our audit included among others:

identifying and assessing the risks of material misstatement of the financial statements,

whether due to fraud or error, designing and performing audit procedures responsive to those

risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control;

obtaining an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity's internal control;

evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by Board of Management;

concluding on the appropriateness of Board of Management’s use of the going concern

basis of accounting, and based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on the

company's ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor's report to the related disclosures in

the financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor's report.

However, future events or conditions may cause a company to cease to continue as a going

concern.

evaluating the overall presentation, structure and content of the financial statements,

including the disclosures; and

evaluating whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

We communicate with the supervisory board regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant findings

in internal control that we identify during our audit. In this respect we also submit an additional

report to the audit committee in accordance with Article 11 of the EU Regulation on specific

requirements regarding statutory audit of public-interest entities. The information included in

this additional report is consistent with our audit opinion in this auditor's report.

We provide the supervisory board with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and

other matters that may reasonably be thought to bear on our independence, and where

applicable, related safeguards.

From the matters communicated with the supervisory board, we determine the key audit

matters: those matters that were of most significance in the audit of the financial statements.

We describe these matters in our auditor's report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, not communicating the

matter is in the public interest.

Larnaca, 29 April 2026

___________________

/s/ drs. A. Hasko RA

/s/ GCP Auditors Ltd