Corporate Governance policy of DIM Vastgoed
DIM Vastgoed subscribes to the advisability of transparency in management and supervision and management’s accountability for this to investors. The company has therefore adopted the principles and best practices of good corporate governance in line with those of the Tabaksblat Code on 9 December 2003 as well as the amendments/supplements thereto from the Corporate Governance Code Monitoring Committee dated December 10, 2008 (hereinafter together ‘the Code’) as part of its guideline, insofar as this is advisable and possible in its opinion. The Code does not directly apply to DIM Vastgoed.
The company is an externally managed investment institution without its own organization and the company does not have any employees. It is not possible for externally managed investment institutions to apply the Code in full, as the preamble to the Code also acknowledges explicitly. For instance, many of the provisions of the Code deal with management and remuneration. These cannot be applied in the case of DIM Vastgoed, because its management has been entrusted to Dane Investors Management B.V. (‘DIM B.V.’) and the remuneration of DIM B.V. is provided for by the contract that is in force between DIM Vastgoed and DIM B.V., as described hereafter. The provisions of the Code that relate to the appointment and remuneration of management are therefore not complied with. In addition to this, investment institutions and therefore also DIM Vastgoed are subject to detailed regulations laid down by the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, ‘Wft’), which places specific demands on management, reporting and information supply, as well as the accountability of the managers of investment institutions to investors.

Corporate Governance framework of DIM Vastgoed
DIM Vastgoed is a financial product organized in the form of a listed public limited company / investment company with variable capital/ investment institution covered by the terms of the Wft, without its own business organization or employees. DIM Vastgoed is a licensed investment institution under the Wft. It was initiated and developed by DIM B.V. and has been managed as such by DIM B.V. since inception.
DIM Vastgoed is subject to clearly described conditions and an associated unambiguous remuneration structure and corporate governance structure. It is covered by the regime of Wft and the regulation by and supervision of AFM. The conditions that apply to DIM Vastgoed offer investors clarity in advance about what they are entitled to expect from an investment in DIM Vastgoed and from the company’s external manager, DIM B.V. No amendments to the conditions can and may be made without the approval of the supervisory board and due observance to the restrictions of the Wft.
In the general meeting of shareholders held on 23 March 2006, the shareholders approved of the current corporate governance framework which provides for any major decision, including those in respect to acquisitions or divestments of real estate exceeding a certain threshold, requiring the approval of the supervisory board. In addition, the board of Stichting Prioriteit DIM Vastgoed (‘Stichting Prioriteit’) is administrated by two independent supervisory directors only. These adjustments in the framework, which, where necessary, were approved by AFM, apply from April 1, 2006 and have been laid down in the directorship and management agreement (‘DMA’) between DIM Vastgoed and DIM B.V., in the management regulations and in the articles of association of Stichting Prioriteit.

Management and DMA
Based on the DMA, DIM B.V. is responsible for the management of DIM Vastgoed in accordance with the information that has been and will be communicated (in the prospectus and annual reports and on the website) to its customers, the investors.
DIM B.V. receives a fee for its management activities, which comprise amongst others directorship, the provision of office facilities and staff as well as property management. The fee is calculated on the basis of a fixed formula, which has been laid down in the DMA and which is related to DIM Vastgoed's net assets and earnings. The fee structure has been arranged so that DIM B.V.'s interest in DIM Vastgoed's success corresponds with that of the investors in the short and long term.
DIM B.V., represented by its managing board, provides, in addition to periodic reporting to the public and supervising bodies, shareholders with an account of its management at the annual general shareholders’ meeting.
DIM B.V. has terminated the DMA on 16 March 2009, effective as of 1 April 2009 and subject to a 12 months notice period. The company and the (indirect) major shareholder of the company, Equity One, Inc. have entered into a new management agreement, which enters into effect no later than 1 April 2010. For the contents of the DMA and the new management agreement with Equity One, see DIM Vastgoed's website (www.dimvastgoed.nl).

Supervisory Board and Stichting Prioriteit DIM Vastgoed
Throughout the year, supervisors appointed by the investors and organized as a supervisory board, carry out their supervisory duties on behalf of the shareholders, taking into account the provisions set out in legislation, the prospectus, the articles of association of DIM Vastgoed N.V. and of Stichting Prioriteit and the DMA. The supervisory directors also provide shareholders with an account of their supervision. The supervisory board currently consists of three directors, of which two are independent within the meaning of the applicable regulations of the company. Taking into account the size of the board, no separate committees, such as an Audit committee, have been appointed. The board has drawn up a profile for supervisory directors and a resignation schedule which intends to restrict the membership term as well as provide for continuity.
The independence of the supervisory board and of the company is also secured by the Stichting Prioriteit, which – governed by two independent supervisory directors – is responsible for the initiating, taking of or approval of important decisions of DIM Vastgoed, such as the nomination of directors for appointment, changes in the articles of association or liquidation. The articles of association of DIM Vastgoed and of Stichting Prioriteit have been integrally disclosed on the website of DIM Vastgoed.
All internal rules and regulations of the company are scheduled for review after 1 April 2010 with a view to the anticipated major changes in the corporate governance framework of DIM Vastgoed.
Transactions with a conflict of interest
During the financial year with the exception of the transactions detailed below, no transactions as referred to in best-practice provisions II.3.4, III.6.3 and III.6.4 took place involving a conflict of interest relating to directors, supervisory board members or natural and/or legal persons holding at least 10% of the shares in the company. Applying best-practice provisions II.3.2, II.3.3, III.6.1 and III.6.2 was therefore not relevant other than specified below. The rules and regulations of DIM Vastgoed dealing with conflicts of interest provide that the conflicted person or party does not take part in the discussion and decision taking in the matter in which the conflicts occurs or threatens:

Transaction	Date	Conflicted party	Details	Company represented by:
Memorandum of Understanding	04/07/09	Mr. Caputo/Equity One	Page 53 AR	Messrs Van Rees & Blaauboer
Leasing Agreement	06/01/09	Mr Caputo/Equity One	Page 53 AR	Messrs Van Rees & Blaauboer
Management Agreement	10/01/09	Mr. Caputo/Equity One	Page 53 AR	Messrs Van Rees & Blaauboer
Extension Carolina Pavilion financing	10/01/09	Mr. Caputo/Equity One	Page 54 AR	Messrs Van Rees & Blaauboer
Recommendation Public Offer/ Merger Protocol	12/31/09	Mr. Caputo/Equity One	Page 11 AR	Messrs Van Rees & Blaauboer
Fee Aborted rights issue & Public Offer	01/11/10	DIM B.V.	Page 52 AR	Messrs Van Rees & Blaauboer

Annual discussion with shareholders about corporate governance framework during shareholders'meeting
The topic of corporate governance has been part of the agenda for each general meeting of shareholders since 2004. The corporate governance policy, including the remuneration policy, and the corporate governance framework of DIM Vastgoed have been approved by the shareholders at the annual general meeting of shareholders in 2005 and again at the annual general meeting of shareholders in 2006. In view of the major changes in the corporate governance structure ensuing from the memorandum of understanding and the management agreement with Equity One, Inc, and in line with the company’s policy, the corporate governance framework of DIM Vastgoed has again been scheduled for approval by the shareholders at the upcoming general meeting of shareholders on 18 March 2010.
Statement referred to in Section 3 of the Decree of 23 December 2004, Stb 747, determining the further requirements concerning the contents of annual reports
Based on Section 391 of Book 2 of the Dutch Civil Code (Act of 9 July 2004, Stb 370, to amend Book 2, CC) and the Royal Decree of 23 December 2004, limited liability companies, whose shares – to put it briefly - are listed on a stock exchange, must include a statement in their annual reports about their compliance with the principles and best practices of the Code. DIM Vastgoed assumes that, with the introduction of the Dutch Financial Markets Supervision Act on 1 January 2007, the Code does not apply to externally managed investment institutions such as DIM Vastgoed. Nevertheless, DIM Vastgoed makes the following statement.
In the year under review, DIM Vastgoed did not comply fully with the provisions of the Code, nor does it intend to comply with these during the current financial year or the next financial year. Its grounds for doing so are assigned in the corporate governance policy of DIM Vastgoed described above.In the year under review, DIM Vastgoed did not comply fully with the provisions of the Code, nor does it intend to comply with these during the current financial year or the next financial year. Its grounds for doing so are assigned in the corporate governance policy of DIM Vastgoed described above.
Explanatory notes by reason of the Decree, Article 10 of the Takeover Directive
By reason of the Decree of 5 April 2006 to implement article 10 of Directive 2004/25/EC of the European Parliament and the Council of the European Union of 21 April 2004 regarding public takeover bids, DIM Vastgoed N.V. (“the Company”) can provide the following explanation.
a. Capital structure of the company
The capital of the company consists of two classes of shares, being ordinary shares in with a nominal value of EUR 1.52 each and priority shares with a nominal value of EUR 1.52 each. The priority shares are held by the Stichting Prioriteit DIM Vastgoed (‘Prioriteit’). Information on issued shares has been included under note 19 to the consolidated financial statements.
b. Restriction on transferring shares or issued depositary receipts with the company’s co-operation
The articles of association of the Company hold no restriction with respect to the transfer of shares. The Company has no depositary receipts issued with the Company’s co-operation.
c. Duty to report interests in the company
The Company has been notified regarding shareholders with a substantial holding in accordance with the Act on Financial Supervision (5% or more) in the Company in accordance with the information in section ‘Act on the Disclosure of Major Holdings and Capital Interests-Major holdings’ on page 67 of the annual report..
d. Special controlling rights
The Company has issued no shares with special controlling rights.
e. Employees’ shares
The Company currently does not have any employee share scheme or option plan where the control rights are not exercised directly by the employees.
f. Restriction on voting right and issue of depositary receipts
No restrictions are currently imposed on voting rights attached to issued shares.
g. Agreements with shareholders
Currently, the Company is unaware of any shareholder agreements with the exception of the agreements with Equity One, Inc. referred to in note 25 to the Consolidated Financial statements, and with Holding Partex Zuid referred to in section ‘Act on the Disclosure of Major Holdings and Capital Interests-Major holdings’ on page 67 of the annual report.
h. Regulations pertaining to the appointment and dismissal of executive and supervisory directors and amendments to the articles of association
By virtue of articles 14, 19 and 20 of the articles of association, the general meeting is authorised to appoint, suspend or dismiss members of the management board as well as members of the supervisory board. The directors shall be appointed from a list of nominees, containing the names of at least two persons for each vacancy, to be drawn up by the Prioriteit. A nomination which is drawn up in time shall be binding. However, the general meeting may deprive the nomination of its binding character by resolution adopted with a majority of not less than two thirds of the votes cast, representing more than half of the issued capital. The members of the management board and the supervisory board may be suspended or dismissed by the general meeting at any time. If a resolution to suspend or dismiss a director has not been proposed by the Prioriteit, the resolution to suspend or dismiss a managing director is adopted with not less than two thirds of the votes cast by shareholders, representing more than half of the issued capital. By virtue of article 36 of the articles of association, the articles of association can only be amended by the general meeting of shareholders at the proposal of the board of managing directors, approved by the supervisory board and the Prioriteit.
i. The powers of the board
By virtue of article 7 of the articles of association, the management board is, subject to the approval of the board of supervisory directors, authorised to resolve to issue shares. 
j. Important agreements when issuing a public bid
The Company is not aware of any existing agreement which is relevant in the context of the issuance of a public bid, with the exception of certain change in control provisions in certain of the Company’s financing agreements regarding the properties.
k. Agreements with executive directors or employees in the event of a public bid
The Company does not have any employees. The contract with the management board does not contain any specific clauses which refer to a change in control in the Company.