Bijlage 1 Vooraankondiging wijziging achtervangovereenkomst WSW I23.002323

Clause 8. INSUFFICIENT RISK CAPITAL AND REFINANCING 1. If there is insufficient risk capital and WSW has been notified of this, all as defined and provided for in Policy Rule I, until such time as the risk capital is again sufficient WSW will no longer enter into any new guarantee obligations in connection with loans to be raised by Participants, other than guarantee obligations in the context of Refinancing, subject to the requirements for this as set out in this clause. 2. If the situation referred to in [paragraph 1] of this clause arises, the following applies to Refinancing: a. this is not allowed for new construction (followed by demolition of registered properties); and b. this is only permitted if it is demonstrably impossible for the Participant to meet pre­ existing obligations in relation to financing not secured by WSW; and c. only up to the amount for which WSW could be held liable under a guarantee obligation entered into by WSW in connection with a Secured Loan without the said Refinancing. 3. If the situation referred to in paragraph 1 of this clause arises, WSW may, notwithstanding [paragraph 2] of this clause, enter into guarantee obligations for the purpose of Refinancing or recalibrating the Liability Loan. Clause 9. REPAYMENT OF LOANS 1.

Repayment by WSW to the Municipality of funds lent under this Agreement will be made at the time when the Risk Capital exceeds 0.65% of the sum of the Residual Debt as at 31 December of the most recently ended calendar year. If and for as long as there is no excess referred to in the previous sentence, WSW will not be obliged to repay any loans provided by the Municipality to WSW under this Agreement. 2. The extent of WSW's aforementioned repayment obligation to all Municipalities is set by WSW at half the amount by which the Risk Capital exceeds 0.65% of the sum of the Residual Debt as at 31 December of the most recently ended calendar year.

Version 30 March 2023

3.

4.

WSW's repayment obligation to the Municipality, referred to in [paragraph 1] of this clause, will be in proportion to the Municipality's share of the total amount of loans granted to WSW by all Municipalities under the Backstop Agreements. If and to the extent that the State or one or more Municipalities has/have contributed more in loans to WSW than previously estimated by WSW because of non-payments, incomplete payments or late payments by one or more Participants, the State and/or by one or more Municipalities, WSW will firstly repay those amounts that the State and/or those Municipalities have contributed in excess of what they would otherwise have contributed if those other parties had fulfilled their payment obligations in full and on time, doing so only as soon as and only to the extent that WSW then receives those amounts referred to above from those other parties, or, if those amounts have not been received by WSW but the situation referred to in the first sentence of paragraph 1 of this clause arises, before WSW proceeds to fulfil its regular repayment obligations to the State and the Municipalities in accordance with paragraph 2 of this clause and the Backstop Agreement with the State.

Clause 10. PERFORMANCE OF THIS AGREEMENT 1. The Municipality undertakes to the Lenders to perform the obligations it has entered into vis-avis WSW in this Backstop Agreement correctly, completely and promptly. This obligation and the obligations stipulated in paragraphs 2 and 3 of this clause are classed as third-party clauses made irrevocably by the Municipality or WSW respectively, as evidenced by the relevant provisions, in favour of each Lender. 2. WSW undertakes to Lenders never to waive any right that it may exercise against the Municipality under this Agreement. 3. The Municipality and WSW undertake, both jointly and individually, to each Lender never to make direct or indirect proposals for or in any other way cooperate with amending one or more provisions of this Agreement or for terminating or modifying any one or more obligations arising from this Agreement, except in the manner specified in Clause [12] of this Agreement. 4. Any non-performance or any incorrect, late or incomplete performance by WSW of the obligations that WSW has entered into with respect to the Municipality in this Agreement may not lead to any non-performance or any incorrect, late or incomplete performance by the Municipality of the obligations that the Municipality has entered into with respect to WSW in this Agreement.

Any recourse to suspension or offset by the Municipality for the performance of its obligations is expressly excluded. 5. In the event of any discrepancy between the provisions of the Policy Rules and the provisions of this Agreement, the provisions of this Agreement will prevail. Clause 11. PROVISION OF INFORMATION WSW will provide the Municipality with all such information as the Municipality reasonably considers necessary for safeguarding its financial interests regarding the its backstop position and any changes to it. Clause 12. AMENDMENT OF THIS AGREEMENT 1. This Agreement will be deemed to have been amended if and as soon as an amendment proposal sent by WSW to the Municipality has been accepted by the Municipality, all subject to the conditions set out for amendment(s) in this clause. 2. This Agreement may only be amended after the Ministry and VNG approve WSW's amendment proposal, as follows:

Version 30 March 2023

a.

3.

4.

5.

WSW will, within two weeks after written approval by the Ministry and VNG, notify the Municipality in writing of the proposed amendment including the date when the proposed amendment is to enter into force; b. the amendment will not take effect until six months after the date when the amendment is approved by the Ministry and VNG. If the Municipality does not agree to the amendment, the Municipality must notify WSW, by registered letter, no later than three months before the effective date. If the Municipality does not notify WSW in good time, in accordance with the preceding sentence, that it does not accept WSW's amendment proposal, the amendment proposal will be deemed to have been irrevocably and unconditionally accepted by the Municipality. In the situation referred to in [paragraph 2] of this clause, where the Municipality does not agree to the proposed amendment, WSW undertakes, subject to the provisions of Clause [7] of this Agreement, not to enter into any new guarantee obligations under Secured Loans in respect of the Municipality with effect from the original date of intended entry into force of the amendment referred to in paragraph [1] of this clause.

As a result of the aforementioned notification by the Municipality, where there is a Deficit, WSW will not oblige the Municipality to provide loans to WSW in accordance with Clause [5(5)(a)] of this Agreement if the Deficit is the result of a Guarantee Payment pursuant to a guarantee obligation entered into by WSW in connection with a Secured Loan and if that Secured Loan was entered into after the original date of intended entry into force of the amendment referred to in paragraph 1 of this clause. The foregoing is without prejudice to the Municipality's obligation to provide loans to WSW in accordance with Clauses [5(5)(b) and (c)] and Clause [6] of this Agreement, as well as in accordance with Clause [5(5)(a)] in respect of Secured Loans entered into before the original date of intended entry into force of the amendment referred to in paragraph [1] of this clause. This Agreement may furthermore only be amended if, and not before, the Lenders have been notified in writing of the intended amendment and one or more of the Lenders has/have failed to state and demonstrate, within three months of such notification, that its/their interests would be the intended amendment being put into effect or that there is a reasonable expectation that its/their interests may thus be harmed. The interests of Lenders will be deemed to have been harmed, in any case, where: a.

the proposed amendment will or may result in the Municipality's obligation to provide loans, as provided in this Agreement, lapsing or being reduced before the obligations arising for WSW from the guarantee agreements entered into by WSW have been extinguished in full up to the time the amendment enters into force; b. the purpose or, as the case may be, the effect of the proposed amendment is retrospectively to revise the existing legal relationship between the Municipality and WSW.

Clause 13. SPECIAL CIRCUMSTANCES 1. If one or more of the facts and/or circumstances set out below under a. to d. arises, this will not affect the Municipality's obligations to WSW and the Municipality will, for the purposes of this Agreement, behave towards WSW and Lenders as if such facts and/or circumstances had not occurred. a. grant of (provisional or final) suspension of payments to WSW; b. preparing and offering an arrangement as referred to in Section 370(1) of the Bankruptcy Act (Faillissementswet), and appointing a restructuring expert as referred to in Section 371 of the Bankruptcy Act; c. WSW being declared bankrupt;

Version 30 March 2023

2.

WSW being dissolved or losing its legal personality. d. The obligations that the Municipality has entered into with respect to WSW in this Agreement are also deemed to have been entered into with respect to WSW’s legal successor(s) by universal title.

Clause 14. END OF THIS AGREEMENT This Agreement will end by operation of law when WSW performs all its obligations under it as 1. well as under any guarantees entered into by WSW in respect of the Secured Loans to which this Agreement applies. The Municipality and WSW reciprocally waive the right to terminate this Agreement on any 2. grounds whatsoever, as well as to set it aside and/or to demand any amendment of it on any grounds whatsoever.

Clause 15. CHOICE OF LAW AND FORUM This Agreement and any disputes arising from or related to it are governed solely by the law of 1. the Netherlands. any and all disputes arising from or related to this Agreement will be submitted to the 2. competent judge of the District Court for Central Netherlands {rechtbank Midden-Nederland). Clause 16. ENTRY INTO FORCE This Agreement enters into force on [date]. 1. This Agreement pertains to all existing and future Secured Loans. 2. WSW and the Municipality have already entered into one or more Old Municipality Backstop 3. Agreements and/or a Municipality Backstop Agreement 2021. All of the aforementioned Backstop Agreements, regardless of the exact date on which they were concluded, their content and the version used (a generic Old Municipality Backstop Agreement or a generic Old Municipality Backstop Agreement as part of a multiparty document or otherwise), will be deemed to have been amended with effect from the date when this Agreement comes into force and will from that date be worded in accordance with the text of this Agreement, so that all rights and obligations of the Municipality and WSW in respect of the Municipality's backstop position and loans already made and to be made by the Municipality to WSW will be governed entirely and exclusively by this Agreement.

References in standard loan documentation of WSW to the Municipality Backstop Agreement 4. 2021, a generic Old Municipality Backstop Agreement between the Municipality and WSW and/or references to an Old Municipality Backstop Agreement that forms part of a multiparty document, consisting of a standard loan agreement, guarantee agreement and backstop agreement, to which a Borrower, a Lender, the Municipality and WSW are parties, will therefore - after this Agreement comes into force - become references to this Agreement. This Agreement will apply in addition to the Backstop Agreement between WSW and the State 5. and the Backstop Agreements entered into by the other Municipalities with WSW, which after amendment have become substantively identical to this Agreement.

Version 30 March 2023

SIGNATURES PAGE Drawn up and signed in duplicate by each party named below in acceptance of this Agreement.

Municipality:

Name: Position:

Town/City:

Date:

Social Housing Guarantee Fund {Stichting Waarborgfonds Sociale Woningbouw): Name:

Position:

Town/City:

Date:

Hilversum, the Netherlands

IliElUElUElil This document was drafted in the Dutch ianguage. This Engiish ianguage version of the document is a translation of the original Dutch version. In the event of any discrepancies or differences in the text and/or interpretation of the English and the Dutch version, the wording of the Dutch version of the document shall always prevail.

Annex III: notes to the amendments

Definitions used in this Annex have the meanings ascribed to them in the letter.

This Annex addresses the amendments in the New State BA and the New Municipality BA (collectively, the ‘New BAs’) compared to the existing backstop agreements. In this context, it is important to note that WSW informed the lenders in mid-2021 about the new backstop agreements (the 2021 BAs) that WSW entered into with the Dutch State and municipalities that year. WSW announced at that time that it also intended to renew the old backstop agreements dating from 1999 (the Old BAs), which continued to exist alongside the 2021 BAs, with the aim of applying the improvements in the guarantee system that are part of the 2021 BAs to the Old BAs as well. As explained in the section entitled 'Purpose' in the letter, WSW is doing this by introducing the New BAs. The New BAs have been prepared on the basis of the 2021 BAs. For this reason, and for the sake of completeness, this Annex also briefly discusses, in section 1. below, key changes between the 2021 BAs and the Old BAs. Lenders were already informed about this in more detail in 2021. In addition, this Annex addresses, in sections 2. to 4. below, the changes in the New BAs compared to the 2021 BAs.

1.

Changes in the 2021 BAs compared to the Old BAs

Back in 2021, WSW informed lenders that the essence of the backstop agreements was not changing with the introduction of the 2021 BAs. Also, the third-party clauses made on behalf of secured lenders explicitly remained part of the backstop agreements. These third-party clauses allow secured lenders themselves to exercise rights against the backstop parties. Under the New BAs, this is not changing either. The changes implemented in 2021 ensured (i) the prevention of further skewing of the backstop position of municipalities, (ii) improved arrangements on the repayment of interest-free loans by WSW to the State and municipalities, (iii) improved arrangements on the possibility of refinancing, (iv) incorporation of developments from WSW's strategic programme, (v) resolution of emerging discrepancies between the Old BAs and changed legislation and practice, including with regard to the assured purposes {borgbare doelen), and (vi) an overall modernisation of the backstop agreements. We briefly revisit some of these issues below, explaining: the repayment of interest-free loans refinancing assured purposes overall modernisation

Repayment of interest-free loans The timing of the repayment of interest-free loans is specified in more detail. WSW's minimum risk capital, which is relevant for when WSW proceeds to repay interest-free loans to backers, has been changed from 1 % to 0.65% (as a percentage of total guaranteed residual debt). This means WSW will repay interest-free loans received to the State and municipalities at an earlier date.

Social Housing Guarantee Fund (Waarborgfonds Sociale Woningbouw)

Memo Page

Notes to the amendments 2/4

IIIEIUSIUEIII

WSW's liquidity remains fully guaranteed under the backstop agreements. The backstop parties remain obliged to provide interest-free loans to WSW in the same situations. Refinancing The possibility of guaranteeing refinancing, as well as the coverage for it by the backstop and its size, have been more clearly described. It is, however, important for the continuity of WSW's participants for them to have sufficient certainty that obligations they have entered into can be financed in the long term. Assured purposes In 2007, WSW switched from project financing to balance sheet financing. As a result, there is no longer a link between a specific loan and any real estate property. For this reason, the backstop agreements now refer to ‘assured purposes’, as articulated in the Housing Act [Woningwet), rather than specific housing units. This brings the backstop agreements back in line with current practice.

Overall modernisation The language used in the 2021 BAs has been completely updated and they are in line with current laws and regulations.

2.

Additional changes to the New BAs compared to the 2021 BA

The New BAs also contain a limited number of changes compared to the 2021 BAs. We address those changes in this Annex. A number of changes affect both the New State BA and the New Municipality BA. We address those changes in section 2. In section 3, we address those changes specific to the New State BA and, in section 4, those changes specific to the New Municipality BA.

Added paragraphs to the preamble and definitions for the purpose of applicability and readability of the New State BA and the New Municipality BA WS\N has added some paragraphs to the preamble that interpret the relationship between the Old BAs, the 2021 BAs and the New State BA and New Municipality BA. Clause 1 (definitions) contains a number of new definitions added for this purpose as well as some new definitions that improve the readability of the agreements. These include the definitions of Contribution Obligation, Security Payment, Deficit, Deficit Notice and Forecast. Textual changes have been made in some other provisions of the New BAs to improve readability. Definition of Risk Capital (Clause 1) In the 2021 BAs, we had already made a change to the definition of Risk Capital. This was to deal with the classification of provisions in the annual financial statements. Continuing developments show that a new amendment to the definition of Risk Capital is needed.

The definition of Risk Capital therefore includes a new amendment to the effect that, in calculating Risk Capital, ‘loan capital’ (as mentioned in the opening words of the definition of Risk Capital) does not include provisions made by WSW or its short-term and long-term liabilities in connection with claims on guarantees issued by WSW.

Social Housing Guarantee Fund {Waarborgfonds Sociale Woningbouw)

Memo Page

Notes to the amendments 3/4

IIIEIUEIUEIII

Essentially, this means that if WSW is called upon for guarantees issued by WSW and has to recognise future payment obligations arising therefrom on its own balance sheet as a provision or as short-term or long-term debt, this does not count towards the Risk Capital. These explicitly do not include other short­ term or long-term liabilities aside from obligations under guarantees that have been issued. In this context, it is pertinent to mention that this therefore does not change the operation of the backstop system. The addition to the definition of Risk Capital is intended to prevent unwanted consequences due to possible accounting principles (or changes to them), and does not aim to make material changes in the way Risk Capital is calculated nor to accelerate the occurrence of a Deficit in Risk Capital. The State and municipalities will continue to provide interest-free loans based on liquidity needs. Definition of Refinancing (Clause 1) textual clarification has been made in the definition of Refinancing. This clarification refers to the fact that refinancing is possible by means of either a payment or an administrative settlement of the transaction (without any exchange of funds).

Special circumstances (Clause 11 of the New State BA / Clause 13 of the New Municipality BA) Briefly, this clause stipulates that the State and municipalities are also obliged to provide interest-free loans to WSW in the exceptional case of suspension of payments (currently at (a)), or if WSW is declared bankrupt (currently at (b)) or if WSW is dissolved or has lost its legal personality (at (c)). A new element (b) (preparation for a private arrangement and appointing a restructuring expert) has been added in this clause as a result of the introduction of the Court Confirmation of Extrajudicial Restructuring Plans Act (Wet Homologatie Onderhands Akkoord, ‘WHOA’) in 2021, a restructuring measure recently added to the Bankruptcy Act (Faillissementswet).

Entry into force (Clause 14 of the New State BA / Clause 16 of the New Municipality BA) This Clause regulates the entry into force of the New BAs and its relationship with the Old BAs and the 2021 BAs.

3.

Amendments specific to the New State BA

Civil-Law Notary (Clause 15) This clause was added to indicate that the firm of the civil-law notary executing the agreements (Van Doorne) is also the party adviser to WSW. It states that, in the event of any disputes. Van Doorne will assist WSW as party adviser now and in the future and that both parties agree to this.

Final declaration (Clause 16) The existing backstop agreements may only be amended if the amendment procedure set out in Old BAs and the 2021 BAs has been completed. That amendment process is now underway. Upon its completion, WSW and the State declare in Clause 16 that this amendment process has been completed.

Social Housing Guarantee Fund {Waarborgfonds Sociale Woningbouw)

Memo Page

4.

Notes to the amendments 4/4

IIIEIUEUJEIII

Amendments specific to the New Municipality BA

Applicability of the agreement (Clause 2) Paragraph 1 states that the New Municipality BA covers both secured loans made before 1 August 2021 and also secured loans made on or after 1 August 2021, as well as all future secured loans. It also clarifies that ‘entering into’ a secured loan also includes taking over a secured loan by means of contract assignment (this occurs in the case of asset/liability transactions), splitting off or merger. Apportionment Keys (Clause 5) In the Municipality BA 2021, WSW applied the apportionment key for secured loans dated on or after 1 August 2021 to any apportionment based on the market value in leased condition of a WSW participant's SGEI property in a municipality. For all secured loans entered into before 1 August 2021, the ‘old’ apportionment key, as already applicable under the Old Municipalities BA, will remain in force.

The old and new apportionment keys are combined in the New Municipality BA. Some definitions have also been added for the sake of readability.

10-year review period for municipality loss (Clause 5) The Old Municipality BA and the Municipality BA 2021 use two different periods to determine municipality losses, namely periods of twenty (20) years for the Old Municipality BA and zero (0) years for the Municipality BA 2021, calculated from the time of the relevant claim leading to the obligation to provide interest-free loans to WSW. This is unified in the New Municipality BA to one and the same 10year period. The determination of municipality loss determines the mutual obligation of municipalities to provide interest-free loans to WSW. No backstop for new secured loans and exception for refinancing (Clause 7) An addition has been made at the end of paragraph 1 to ensure the proper operation of the backstop.

Performance of this agreement (Clause 10) This provision contains some textual clarifications at the end of paragraph 4 to facilitate the operation of the backstop system. Any recourse to suspension or set-off by the municipalities for the performance of its obligations is expressly excluded. Amendment of this Agreement (Clause 12) An addition has been made at the end of paragraph 4 to ensure the proper operation of the backstop.

Social Housing Guarantee Fund (Waarborgfonds Sociale Woningbouw)

I

ALLEN & OVERY Annex IV Allen & Overy LLP

MEMORANDUM

To

Stichting Waarborgfonds Sociale Woningbouw

From

Allen & Overy LLP

Our ref

0050091-0000003 EUOl: 2009169345.2

Date

27 June 2023

Subject

Assessment of new fallback loan agreements WSW/State and WSW/Municipality

1.

INTRODUCTION

1.1

Stichting Waarborgfonds Sociale Woningbouw (hereafter: WSW) has developed two new fallback loan agreements:

(a)

a fallback loan agreement WSW - State of the Netherlands (hereafter: FLA WSW-State (New)); and

(b)

a fallback loan agreement WSW - Municipality (hereafter: FLA WSW-Municipality (New)).

1.2

We have been asked by WSW to, independent from the legal advisers involved in the creation of FLA WSW-State (New) and FLA WSW-Municipality (New), compare FLA WSW-State (New) and FLA WSW-Municipality (New) from a legal perspective with old fallback loan agreements with the State of the Netherlands and Dutch municipalities, respectively, and specifically analyze the position of the guaranteed financiers. This memo is therefore limited to the position of guaranteed financiers and the question whether their position under the new fallback loan agreements will be harmed if the relevant old fallback loan agreements are replaced by FLA WSW-State (New) or FLA WSW-Municipality (New) respectively.

1.3

Guaranteed financiers are financiers who have provided a loan to a housing corporation and who have received a surety for this from WSW as security for the fulfillment of the payment obligations of the relevant housing corporation towards the financier. WSW has, among other things, concluded fallback loan agreements with the State of the Netherlands and Dutch municipalities in order to be able to meet the obligations arising from the various guarantees.

1.4

We compared FLA WSW-State (New) with the following old fallback loan agreements with the State of the Netherlands:

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales (SRA number 401323). The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square. London El 6AD. Allen & Overy LLP or an affiliated undertaking has an office in each of; Abu Dhabi, Amsterdam, Antwerp, Bangkok, Beijing, Belfast, Boston, Bratislava, Brussels, Budapest, Casablanca. Dubai, Dublin. Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul. Jakarta (associated office), Johannesburg, London. Los Angeles, Luxembourg, Madrid. Milan, Munich, New York, Paris. Perth, Prague, Rome, San Francisco, Sac Paulo, Seoul, Shanghai, Silicon Valley, Singapore, Sydney, Tokyo, Warsaw, Washington. D.C.

i

1.5

1.6

(a)

a fallback loan agreement WSW - State of the Netherlands 2021 (hereafter: FLA WSW-State (2021)); and

(b)

a fallback loan agreement WSW - State of the Netherlands 1999 (hereafter: FLA WSW-State (1999)).

We compared FLA WSW-Municipality (New) with the following old fallback loan agreements with Dutch municipalities: (a)

a fallback loan agreement WSW - Municipality 2021 (hereafter: FLA WSW-Municipality (2021));

(b)

a fallback loan agreement WSW - Municipality 1999 (generic) (hereafter: FLA WSWMunicipality (1999g));

(c)

a fallback loan agreement WSW - Municipality 1999 (four parties loan A) (hereafter: FLA WSW-Municipality (1999f-A));

(d)

a fallback loan agreement WSW - Municipality 1999 (four parties loan B) (hereafter: FLA WSW-Municipality (1999f-B));

(e)

a fallback loan agreement WSW - Municipality 1999 (four parties variable) (hereafter: FLA WSW-Municipality (1999f-VHL)); and

(f)

a fallback loan agreement WSW - Municipality 1999 (four parties variable additional drawdown) (hereafter: FLA WSW-Municipality (I999f-VHLa)).

We understand that as part of FLA WSW-Municipality (1999f-A), FLA WSW-Municipality (1999fB), FLA WSW-Municipality (1999f-VHL) and FLA WSW-Municipality (1999f-VHLa) there are two versions of general terms and conditions apply:

(a)

general terms and conditions for loans under guarantee from the Waarborgfonds Sociale Woningbouw July 1999 (GTC 1999); and

(b)

general terms and conditions provisions for loans under guarantee from the Waarborgfonds Sociale Woningbouw March 2008 (GTC 2008).

In the review of both GTC 1999 and GTC 2008, we limited ourselves to Section III-A entitled “Agreement between the municipality and the guarantee fund”. 1.7

In chapter 2 we set out our findings per old fallback loan agreement. We will base our judgment on our legal findings in the agreements. Chapter 3 contains our conclusion.

1.8

For a digital copy of the documents referred to in this memo, please be referred to the version of this memo including annexes available on the website of WSW‘.

2.

ANALYSIS

2.1

We have reviewed the old fallback loan agreements and general terms and conditions sent to us as described above in paragraphs 1.4, 1.5 and 1.6 and compared them with FLA WSW-State (New) and FLA WSW-Municipality (New) respectively. We only looked at what has changed in FLA WSWState (New) or FLA WSW-Municipality (New) compared to the relevant old fallback loan agreement.

I

https://www.wsw.nl/.

0050091-0000003 EUO1: 2009169345.2

2

FLA WSW-State (2021) and FLA WSW-State (1999) 2.2

Compared to FLA WSW-State (2021) and FLA WSW-State (1999), FLA WSW-State (New) has not materially amended the position of the guaranteed financiers from a legal perspective in our view. The changes mainly concern textual and readability changes, tn addition, some updates have been implemented with regard to new legislation, the definitions of “Refinancing” and “Risk capital” have been expanded in favour of guaranteed financiers and suspension or set-off by the State of the Netherlands has been expressly excluded.

FLA WSW-Municipality (2021), FLA WSW-Municipality (1999g), FLA WSW-Municipality (1999f-A), FLA WSW-Municipality (1999f-B), FLA WSW-Municipality (1999f-VHL) and FLA WSW-Municipality (1999f-VHLa) 2.3

Compared to FLA WSW-Municipality (2021), FLA WSW-Municipality (New) has not materially amended the position of the guaranteed financiers from a legal perspective in our view. The changes mainly concern textual and readability changes. In addition, some updates have been implemented with regard to new legislation, the definitions of “Refinancing” and “Risk capital” have been expanded in favour of guaranteed financiers and suspension or set-off by the State of the Netherlands has been expressly excluded.

2.4

We note that the allocation for participation by municipalities for guaranteed loans taken out on or after 1 August 2021 has changed, which in theory could result in a changed risk profile for guaranteed financiers depending on the creditworthiness of municipalities and the applicable allocation in a specific case. However, this potential risk is mitigated by the mechanism in Article 5(2) of FLA WSWState (New), on the basis of which WSW can request the State to assist when a municipality fails to meet its obligations to provide interest-free loans to WSW. In such a case, the State is obliged to provide (additional) loans.

3.

CONCLUSION

3.1

After our review of FLA WSW-State (New) and FLA WSW-Municipality (New) and comparing them with the old fallback loan agreements, we conclude that the interests of a guaranteed financier in the fallback loan agreements do not change materially from a legal point of view. This can be substantiated by the following findings:

3.2

(a)

the State of the Netherlands and Dutch municipalities remain obligated to provide timely interest-free loans to WSW under FLA WSW-State (New) and FLA WSW-Municipality (New) respectively;

(b)

the obligations of the State of the Netherlands and Dutch municipalities to make interest-free loans available to WSW continue to qualify as third-party clauses for the benefit of the guaranteed financiers under FLA WSW-State (New) and FLA WSW-Municipality (New); and

(c)

the procedure for amending FLA WSW-State (New) and FLA WSW-Municipality (New), including the notification and possibility of protest for a guaranteed financier, is unchanged compared to the old fallback loan agreements.

The fallback loan agreements describe two scenarios in which the interests of guaranteed financiers are deemed to have been adversely affected or it must be reasonably expected that the interests of guaranteed financiers will be adversely affected. In our view, the obligation to provide interest-free loans to WSW will not be cancelled or reduced, nor will the proposed replacement result in the existing legal relationship with WSW being revised with retroactive effect.

0050091-0000003 EUO1: 2009169345.2

3

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