ReactieECguarantees granted by the Municipality of Hulst letter to NL esigned 04.03.2026

EUROPEAN COMMISSION DIRECTORATE-GENERAL FOR COMPETITION Markets and cases III: Financial services State aid - Financial Institutions

Brussels, 4 March 2026 COMP.D.3/WD/AVL/LS* comp(2026)2623042

Permanente Vertegenwoordiging van Het Koninkrijk der Nederlanden bij de EU Kortenberglaan 4-10 1040 Brussel, België

Subject:

SA.101954 (PN/2022) – Individual guarantees granted by the Municipality of Hulst

Dear Madam/Sir,

1.

PROCEDURE

On 27 January 2022, your authorities submitted to the Commission's services a non-paper concerning three 100% State guarantees to Perkpolder Beheer B.V. (‘Perkpolder B.V.) (1). On 21 February 2022, the Commission’s services received a complaint from a citizen concerning various matters relating to the Province of Zeeland, among other elements transactions between the Province of Zeeland (‘the Province’) and Perkpolder B.V. This complaint was forwarded to your authorities by letter dated 30 March 2022 mentioned above. The Commission services have been treating this complaint as general market information in line with recital 32 of Council Regulation (EU) 2015/1589. By letter dated 30 March 2022, the Commission services asked for further information to clarify certain issues about the non-paper dated 27 January 2022. Your authorities replied on 31 May 2022 (2), following which more technical level meetings and exchanges took place. Your authorities also submitted a background note dated 2 April 2024, with a description of the circumstances regarding the Perkpolder project. Following a request for information, your authorities submitted a package (3) on 17 July 2025. Following an (1) Your reference: bre-bzk 22-006 (2) Your submission of 31 May 2022 included a note along with further supporting files including a valuation report by R/W Grondzaken B.V.

dated 19 November 2015 and a valuation report by Deloitte dated 11 October 2017. (3) Your submission of 17 July 2025 included a background note, along with further supporting files including a valuation report dated 2 December 2021, and sales and development contracts. Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË – Tel. +32 22991111 Email: stateaidgreffe@ec.europa.eu

additional request for information on 15 October 2025, your authorities submitted a package on 15 January 2026 (4). The initial non-paper and all follow-up exchanges have been treated as a pre-notification under case number SA.101954 (PN/2022). 2.

CONTENT OF THE MEASURE

The pre-notification covers three transactions of 100% public guarantees granted to Perkpolder B.V. in 2012, 2016 and 2017, respectively, for the bank loans of Perkpolder B.V. in connection with the Perkpolder project: • Guarantee 1 (2012): The first guarantee was a Public-Private-Partnership (5) guarantee for a loan of EUR 15.5 million granted by Rabobank, with a guarantee premium of 0.5%. Following the withdrawal of the Private parties, the guarantee had to be changed to 100% State guarantee, jointly by the Province (80%) and the Municipality (20%) (6). The guarantee ended in 2016 and the loan was repaid. • Guarantee 2 (2016): In 2016, Perkpolder B.V. took a EUR 15 million loan from Bank Nederlandse Gemeenten (BNG), with an 80% guarantee by the Province and 20% by the Municipality. The guarantee premium was set at 0.7%. This guarantee ended in 2017 after the loan was refinanced with the BNG under Guarantee 3 (see below). • Guarantee 3 (2017): In 2017, as a result of the withdrawal of the Province from the Perkpolder project, the Municipality upheld the total guarantee (i.e. for 100%) under the same conditions. A new financing agreement was concluded between BNG and Perkpolder B.V. and a new EUR 24 million loan was provided by the BNG. The guarantee is still active and expires on 1 January 2030. The guarantee premium was set at 0.7%.

Your authorities provided information on the pricing of the guarantees at the time of granting and confirmed on 14 January 2026 that no spread adjustment took place (7). 3.

REQUEST OF THE DUTCH AUTHORITIES AND THEIR POSITION 3.1. Market economy investor principle

In 2022, your authorities asked the Commission services the following questions:

(4) Your submission included a note and two valuation reports, one by Fakton dated 22 March 2017 (partly blacklined) and one by Steenhuis Grondzaken dated 23 November 2016. (5) The Private parties referred to in the partnership are AM Grondbedrijf B.V. and Bouwfonds MAB Ontwikkeling B.V. The Public partners are the Municipality of Hulst and the Province of Zeeland. (6) When the private partners withdrew from Perkpolder B.V., they provided a recourse claim guarantee of EUR 1.56 million until 1 January 2030 in order to limit the financial risk of the Province and the Municipality of implementing the Perkpolder project. (7) In 2017, following the withdrawal of the Province from the project, the Province provided an EUR 3.3 million recourse claim ‘guarantee’ to the Municipality in order to limit the financial risk of the Municipality of implementing the Perkpolder project. In particular, the Province guarantees up to EUR 3.3 million for the Municipality’s guarantee to BNG. The recourse claim guarantee expires 31 December 2026. 2

(a)

Do the Commission services agree with the Dutch authorities that the market economy investor principle was fulfilled in relation to the public guarantees, or that the guarantees in the light of the specific nature of the transactions were otherwise in accordance with the State aid law?; and

(b)

Can the Commission services reflect on the position of the Dutch authorities, that the aid measures could be considered justifiable since the measures were aimed at a well-defined Community objective (article 174 of the TFEU) and served a clear public interest?

In your reply of May 2022 to the Commission services’ information request of 30 March 2022, your authorities argued that the guarantee fees for the State guarantees are compliant with the market economy operator (MEO) test and referred to the SME safe harbour rates of the Guarantee Notice Communication (8) and to expert opinions provided by AKD and Montesquieu (9). 3.2. Non-economic activities In your submission of April 2024, your authorities moved away from their earlier MEO and compatible aid arguments and argued instead that: • the 100% guarantees do not result in State aid to the benefit of Perkpolder B.V., since the activities performed by Perkpolder B.V. must be regarded as non-economic activities; • Perkpolder B.V. only carried out public pre-development activities lying within its authorities as public entity; and • the State aid case SA.36346 (213/N) Germany – GRW „shows clear parallels with the situation in Perkpolder”, based on which your authorities concluded that the Commission would also see the activities performed by Perkpolder B.V. as being of a non-economic nature. 4.

STATE AID ASSESSMENT

In order to assess whether the measure does not breach the State aid rules of the Treaty on the Functioning of the European Union (TFEU), the Commission services first ascertained whether it constitutes State aid within the meaning of Article 107(1) of the TFEU. It is clear that the measure involves the use of State resources and is imputable to the State. The direct guarantees are provided jointly by the Province and the Municipality (guarantee 1 and guarantee 2) or only the Municipality (guarantee 3). The Commission services have therefore examined whether the measure grants a selective advantage to an undertaking within the meaning of Article 107(1) TFEU. The Commission services assessed whether the measure constitutes State aid within the meaning of Article 107(1) of the TFEU at the following levels:

(8) Commission Notice on the application of Articles 87 and 88 of the EC Treaty to State aid in the form of guarantees (2008/C 155/02). (9) AKD and Montesquieu provided advice in 2012, while AKD also advised in 2016. The Commission services understand that AKD has also been providing other legal services in the Perkpolder project. 3

a) At the level of Perkpolder B.V. (direct beneficiary of the measure as recipient of the State guarantees); b) At the level of the commercial developer Waterzande B.V. which acquired the land from Perkpolder B.V. (potential indirect beneficiary of the measure); c) At the level of the final purchasers of the developed land and the operators of the infrastructure and housing (potential indirect beneficiaries of the measure). 4.1. At the level of Perkpolder B.V. Non-economic activities Your authorities highlighted that Perkpolder B.V. is merely an implementation organisation for the predevelopment phase, which should be distinguished from the activities by a commercial developer (10). You outlined that the activities of Perkpolder B.V. consist of acquiring land, preparing land for construction, constructing public areas and selling building plots to developers (which was done at market terms according to the Dutch authorities). The activities are elaborated in the Cooperation Agreement, article 1(m)(aa). Your authorities indicated that a large part of the activities of Perkpolder B.V.

have already been carried out, for example, the acquisition of land, the preparation of the plots for construction by removing existing buildings, remediation of soil pollution, and part of the public road infrastructure was also carried out by Perkpolder B.V., such as repair work and periodic dredging of the harbour. In 2013, the local authorities, the Municipality and the Province, became the sole shareholders of Perkpolder B.V. Mid-2017, the Municipality took over the shares of the Province and sold the land that it had bought for the realisation of the Perkpolder project to Perkpolder B.V. The Municipality became the sole shareholder of Perkpolder B.V. We take note of the position of your authorities and the description of the activities in the predevelopment phase. Market-conform prices In your submission of 31 May 2022, you indicate that the Province acquired the necessary land for the Perkpolder project and later had the land appraised. The appraisal report by R/W Grondzaken B.V. valued the land (Western Perkpolder, Veerplein and the Marina) at EUR 9.6 million on 1 May 2015. In 2017, the Municipality and the Province agreed on the exit of the Province from the project and, on 13 July 2017, the Municipality acquired the shares of Perkpolder B.V. from the Province for EUR 1 per share and became the sole shareholder.

Your authorities consider that the selling price of EUR 1 per share of the Province was market conform, and identical to the price that the private partners received for their shares upon exit. After acquiring all the land, the Province sold the land to Perkpolder B.V. for a price of approximately EUR 11.8 million. At the end of 2017, the Province had a financial analysis carried out by Deloitte, who confirmed on 11 Oct 2018 that the acquisition had taken place at book value (EUR 7.6 million) plus additional costs (i.e. interest rate costs, management costs, etc.). The additional costs were not part of the Deloitte valuation. Following the land appraisal and the financial analysis as outlined above, we take note that the transfer between local authorities and Perkpolder B.V. happened at book value plus (10) See PwC submission dated 2 April 2024 4

additional costs. Since the land is being redeveloped by local public authorities (i.e. the Province/the Municipality), the transfer of resources from the general budget to local authorities could be considered as an intra-state financial transfer and therefore would not constitute State aid pursuant to Article 107(1) TFEU. German subsidy scheme The Commission services compared the facts of the Perkpolder project to the German subsidy scheme for the public funding of the decontamination and revitalisation of land (‘German GRW case’ - SA.36346) and identified some similarities and differences. On this basis, the Commission services concluded that the conclusions from the German GRW scheme cannot be automatically extended to the case of the Perkpolder project. 4.2. At the level of the commercial developer An economic transaction carried out by a public body or a public undertaking (in this case Perkpolder B.V.) does not confer an advantage on its counterpart, and therefore does not constitute aid, if it is carried out in line with normal market conditions. The Union Courts have developed the 'market economy investor principle' and ‘market economy operator’ (MEO) to identify the presence of State aid in cases of public investment.

In your submissions of 31 May 2022, 2 April 2024, 16 July 2025, you provided arguments concerning the absence of aid at the level of the developer Waterzande B.V., who is the legal successor of Hulst aan Zee B.V. (‘HAZ B.V.’) and took over the rights and obligations of HAZ B.V. Procurement process In your submission of 16 July 2025, you outline that the sale of land was not subject to a procurement obligation. The sales agreement documentation (11) between HAZ and Perkpolder B.V. outlines the different preparatory steps that were taken from 2004 until the actual agreement. The documentation does not illustrate a procurement process ahead of the sale of Westelijke perkpolder, Jachthaven (the Marina), and Veerplein. On 20 September 2012, Perkpolder CV (which was the predecessor of Perkpolder B.V.) and HAZ B.V. concluded an agreement-Westelijke Perkpolder with respect to the realisation of a golf course, private infrastructure and housing (12). Following this, HAZ B.V. indicated that it was also interested in the realisation of the Marina (‘Jachthaven’) and Veerplein, which involved buying the land and development of the area and the housing. There was no further mention of a procurement process. The sales agreement documentation does mention a tender process for the public infrastructure part of Western Perkpolder, Jachthaven and Veerplein.

The development of the infrastructure is documented to be transferred to HAZ B.V., with the latter taking on the risk of the realisation of the infrastructure. The Perkpolder B.V. made a contract award announcement in 2016 by means of a voluntary ex ante transparency notice. The announcement indicated a transfer date of 1 December 2016 and a value of EUR 33,560,000 (exclusive of VAT) for the land/project/concession with HAZ B.V. The announcement indicates that there was no prior publication of a call for competition in the Official Journal of the European Union. While the absence of a procurement process does not automatically imply State aid, it does require further assessment to establish the presence of State aid.

(11) See Sales and Development Agreement Project Perkpolder, AKD, 21 Dec 2018. (12) See Sales and Development Agreement Project Perkpolder, AKD, 21 Dec 2018, p4. 5

Market price Your authorities argued that the developer Waterzande B.V. (successor of HAZ B.V.) paid a market conform price to Perkpolder B.V., as supported by two independent valuation reports: • The first valuation, which was carried out in 2017 by Fakton Valuation B.V. and BaseValue B.V., was shared with the Commission services on 14 January 2026. The valuation, which included the Veerplein, the Westelijke Perkpolder and the Marina, appraised the land with a total of 120 acres at EUR 25,000,000. We want to point out that a significant part of the valuation report was blacklined, which complicated the State aid assessment. • The second valuation report (‘taxatierapport’) dated December 2021, which was carried out by Rijk Taxateurs and Steenhuis Grondzaken B.V., was shared with the Commission services on 16 July 2025. On 1 October 2021, Perkpolder B.V. requested the valuers to assess the market value of the pieces of land in the Westelijke Perkpolder as part of a State aid assessment related to the sales of the pieces of land. The valuers appraised the area of Western Perkpolder at EUR 12,100,000 (13). As indicated in the valuation report, the area of the Veerplein was not included in the valuation upon request of the Perkpolder B.V.

In your submission of January 2026, your authorities confirmed that the Veerplein and the hotel complex between Stranddorp and Veerplein were not included due to the fact that the purchase of the Veerplein had already been concluded. In your submission of July 2025, your authorities indicate that the Westelijke Perkpolder was sold for EUR 15,860,000 and the Marina and Veerplein for EUR 15,740,000. The Westelijke Perkpolder was sold for a price (i.e. EUR 15,860,000) above the value established by the second valuation report (i.e. EUR 12,100,000). We point out that timing of the purchase and the valuation are not aligned. The purchase agreement dates back to December 2018, whereas the second valuation report (‘taxatierapport’) to December 2021. To our knowledge, no separate valuation was performed for the Veerplein. However, we take note of your general statement in your submissions of July 2025 and January 2026 that the price paid by HAZ B.V. (the legal predecessor of Waterzande B.V.) as the project developer of Perkpolder is higher than the appraised value. 4.3.

At the level of the final purchasers of the developed land and the operators of the infrastructure and housing Your authorities outlined that it can be reasonably assumed that the developer (Waterzande B.V.) will strive for the highest possible return when selling developed infrastructure and housing to the final purchasers/market participants. The first homes and apartments have been delivered and can be viewed. The offer is open to all interested parties on the market. Under the assumption that all land sales to Waterzande B.V. / HAZ B.V. occurred on market terms then it can be concluded that there has been no aid that could be passed on to the final purchasers. Finally, where the final purchasers are natural persons there can, by definition, not be any State aid as they normally do not qualify as undertakings.

(13) See valuation report Taxatierapport, p59-60. 6

5.

CONCLUSION

We take note of the position of your authorities and the description of the activities. Based on the information available and the observations in the remainder of this reply, the Commission services do not see the need for a further examination of this matter and will close the pre-notification case. However, the Commission services may review their position if new evidence arises. Nevertheless, we remind the Dutch authorities that for public guarantees with a coverage of more than 80% of the underlying risk it is not possible to simply rely on the Guarantee Notice to exclude the existence of aid. In such cases, we strongly recommend that you reach out to the Commission services before granting the guarantee. In addition, for any future land sales by your authorities, we recommend consulting and applying the guidance that the Commission has published in its Notice on the Notion of Aid (most notably in its point 103 and its footnote 163). (14) Please note that the above does not constitute an official position of the Commission. It should be considered as an informal guidance provided by the Commission services at the request of the Dutch authorities and based solely on the submitted information. Yours sincerely, Electronically signed Wouter DUTILLIEUX Deputy Head of Unit

Contact:

VAN LANDSCHOOT, Astrid, tel. +32 229-95830, Astrid.VANLANDSCHOOT@ec.europa.eu

(14) OJ C 262, 19.7.2016, p. 1–50 7