Up until 1 January 2023, the Fund was structured as an investment company with variable capital, as defined in article 2:76a of the Dutch Civil Code, with its corporate seat in Amsterdam, the Netherlands. Until that date, the Fund was a fiscal investment institution (FII) within the meaning of Article 28 of the Dutch Corporate Income Tax Act 1969. Bouwinvest Real Estate Investors B.V. (‘Bouwinvest’) is the Fund's sole Statutory Director and management company pursuant to the management agreement. The management company has a licence within the meaning of Article 2:65 of the Dutch Financial Supervision Act and is subject to supervision of the Dutch Financial Markets Authority (AFM).
As of 1 January 2023, the Fund is structured as a Fund for Mutual Account (FMA, FGR in Dutch). An FMA is a contractual arrangement pursuant to which participants contribute capital that is invested by a management company (Bouwinvest) for the account of its participants. As the FMA has no legal personality, the investments and other assets and liabilities belonging to the FMA will be held for the risk and benefit of the participants by the Legal Owner.
The Conversion was executed by way of a notarial deed of conversion and amendment of the articles of association, executed by (a substitute for) a civil-law notary from De Brauw Blackstone Westbroek N.V. The Conversion became effective on 1 January 2023.
The Fund has two taxable subsidiaries, Bouwinvest Dutch Institutional Office Fund Services B.V., which renders services that are ancillary to the Fund’s renting activities, and Bouwinvest Office Development B.V., which pursues development activities that are ancillary to the Fund’s investment portfolio. Such activities are placed in these taxable subsidiaries to ensure the Fund’s compliance with the criteria of the FII regime.
Fund governance bodies
The Advisory Committee comprises a maximum of five investors: one representative from each of the four investors with the largest individual commitments and one member to represent the collective interests of all other investors. Each eligible investor shall appoint a member of the Advisory Committee for a period of one year running from the Annual General Meeting.
Role of the Advisory Committee
The role of the Advisory Committee is to approve certain specified resolutions by the management company and to be consulted with regard to certain resolutions specified in the Terms and Conditions.
General Meeting of Shareholders
Investors of the Office Fund must be professional institutional investors within the meaning of section 1:1 of the Dutch Financial Markets Supervision Act (FMSA). General Meetings of Shareholders are held at least once a year to discuss the annual report, adopt the financial statements and discharge the Statutory Director of the Fund for its management. Investors approval is required for the Fund Plan and for other resolutions pursuant to the Fund Documents.
As at this annual report’s publication date, bpfBOUW held the majority of the shares in the Office Fund.