Creating the #2 Life Insurer in the Netherlands. 19 November 2007

Transcription

1 Creating the #2 Life Insurer in the Netherlands 19 November 2007

2 Disclaimer This presentation has been prepared by the management of SNS REAAL N.V. (the Company ) solely for use at the presentation to analysts to be made on 19 November By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. By attending this presentation you acknowledge that you will be solely responsible for your own assessment of the market, the market and competitive position of the Company, and the market and competitive position of other market parties, and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company s business. This presentation is being supplied to you solely for your information and for use at the analyst presentation to be held in connection with the intended transaction by the Company (the Transaction ). 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The Company cautions you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. As a result, you are cautioned not to place reliance on such forward-looking statements. The Company disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law. The Joint Financial Advisors are acting solely as financial advisors to the Company in connection with the Transaction and they shall not regard any other person (including any recipient of this presentation) as their client in connection with the Transaction and shall not be responsible to any other person for providing the protections afforded to clients of either of the Joint Financial Advisors nor shall they be responsible for advising any other person involved in or having an interest in the Transaction. 1

3 Agenda 1. Transaction Highlights and Rationale Sjoerd van Keulen 2. Overview of Zwitserleven Marco Keim 3. Financial Impact Ronald Latenstein van Voorst 4. Reverse-integration Framework Cor van den Bos 5. Conclusion Sjoerd van Keulen 6. Questions & Answers 7. Appendix 2

4 Transaction Highlights Transaction Highlights and Rationale Acquisition of Zwitserleven, the leading Dutch pensions brand, Swiss Life Asset Management (Nederland) and Swiss Life Belgium for a Total Transaction Consideration (1) of 1,535 mn Creates the 2 nd largest insurer in the Dutch life and pensions market with a 15.7% share (2) SNS REAAL s pensions business to be reverse-integrated into Zwitserleven Marco Keim, CEO Zwitserleven, to lead the enlarged pensions business and reverse-integration process Expected annual cost synergies of 35% of Zwitserleven operating expenses of 35 mn Accretive to EPS in the first 12 months after completion Transaction effective as of 1 January 2008, completion expected in 1H Total Transaction Consideration consists of a Purchase Price of 1,345 mn, a maximum price adjustment at completion of 90 mn and a pre-paid tax benefit on Fiscal Goodwill of 100 mn. 2. Source: AM Jaarboek 2007 (2006 data). 3

5 Transaction Highlights (cont d) Transaction Highlights and Rationale Total Transaction Consideration: 1,535 mn Purchase Price 1,345 mn Maximum price adjustment at completion 90 mn Maximum Purchase Price for businesses 1,435 mn Pre-paid tax benefit on Fiscal Goodwill 100 mn Financed through: New class of shares to the Foundation ( Foundation Shares ) 600 mn Internal resources and debt instruments 935 mn Implied multiples (1) : Price/MCEV (2) 1.17x Price/NAV (3) 1.48x Price/Earnings (4) 16.7x 1. Multiples based on Maximum Purchase Price for businesses of 1,435 mn over: (2) 30/09/07 MCEV on SNS REAAL principles of 1,225 mn, (3) 30/09/07 IFRS NAV of 970 mn and (4) 1H07 annualised earnings of 86 mn. 4

6 Transaction Highlights and Rationale Zwitserleven Leading Dutch Pensions Brand Business Overview Historical Data (3) ( mn) HY 07 Leading Dutch pensions company: Zwitserleven a household brand, with strong association to pensions and over 85% brand awareness when prompted (1) Client-centric focus: Specialised distribution with sophisticated salesforce and strong relationships Targets individuals, SMEs and large corporates with innovative proprietary products Expanding in profitable SME segment Ranked #1 in pensions performance rankings (2) Strong management team Swiss Life Asset Management (Nederland) manages investment portfolio of 12bn Source: Swiss Life data. 1. Source: Daphe Communication Management (2007). 2. Source: Motivaction Based on Swiss Life IFRS principles. 4. GWP + Unit-linked premiums ( Deposits ). 5. Reflects Net Profit normalised primarily for deduction of tax-related exceptionals. Premium Income (4) 1,028 1, New Business APE Operating Expenses Normalised Net Profit (5) Investments 11,394 11,738 11,963 Total Assets 12,438 12,691 13,193 FTEs Breakdown by Client Large corporates 22% SME 34% Reserves: 10.3 bn 2006 Business Mix (3) Individual 44% Unit-linked premiums 34% Breakdown by Product Regular 24% Single 42% Premium Income (4) : 1.2 bn 5

7 Transaction Highlights and Rationale Swiss Life Belgium Multi-line Insurance Platform Business Overview Small Belgian multi-line insurer: Ranked 8 th in the Belgian insurance market (6 th in Corporate and SME life, 8 th in Individual Life) Strong focus on pensions products: Target corporate and SME customers, approximately 25% of premiums generated through the Swiss Life Network Historical Data (1) ( mn) HY 07 Premium P&L ( mn) Income (2) HY New Business APE Operating Expenses Normalised Net Profit (3) Balance sheet Investments 2,830 2,873 2,964 Total Assets 3,439 3,549 3,536 FTEs Business Mix (1) Strong ties with third-party distribution partners Experienced and committed management team SpaarSelect matter adequately covered by sale purchase agreement Source: Swiss Life data. 1. Based on Swiss Life IFRS principles. 2. GWP + Unit-linked premiums. 3. Reflects Net Profit normalised primarily for deduction of tax-related exceptionals. Breakdown by Business Non-life Life individual 12% 50% Life Corporate & SME 38% Reserves: 2.5 bn Nontraditional 38% Breakdown by Product Unit-linked 14% Non-life 4% Traditional 44% Premium Income (2) : 475 mn 6

8 Unique Opportunity with Great Strategic Fit Transaction Highlights and Rationale Consolidates SNS REAAL s position in the Dutch insurance market and establishes it as a leading pensions player 5. Support growth with strong Zwitserleven brand and reputation 1. Creates #2 life insurer in the Netherlands 2. Increase diversification of SNS REAAL s sources of income 4. Build centre of excellence in pensions business 3. Expand into SME and broaden distribution channels 7

9 1. Creates #2 Life Insurer in the Netherlands SNS REAAL will nearly quadruple its pensions business Total Dutch Life Insurance Market Total Premium Income (2006) Transaction Highlights and Rationale Rank 30% 1 New % 10% 0% 21.2% 15.7% 4.7% 11.0% 15.1% 13.8% 12.2% 11.0% 10.4% SNS REAAL SNS REAAL ING (PF AXA) & Eureko Fortis AEGON Aviva Zwitserleven Allianz (PF AXA) Zwitserleven 4.7% 1.6% 1.5% Legal & General 1.5% Loyalis (ABP) Corporate & SME Life (2006) Individual Life (2006) AEGON 23% ING 21% ING Fortis 15% 23% SNS REAAL + Zwitserleven Eureko 18% 16% #2 Eureko 13% SNS REAAL 15% Aviva 13% Fortis 13% SNS REAAL + Zwitserleven 11% #6 Aviva 10% Zwitserleven 9% AEGON 7% SNS REAAL 2% Zwitserleven 3% Allianz 0.1% Allianz 2% 0% 5% 10% 15% 20% 25% Source: AM Jaarboek 2007 (2006 data). 0% 5% 10% 15% 20% 25% 8

10 2. Diversification of Operations Successful broadening of sources of net income since IPO in 2006 Transaction Highlights and Rationale Profile at IPO 2006 Pro Forma including SNS PF, AXA NL Combined, Zwitserleven and Swiss Life Belgium (1) Retail banking 59% Life 33% Insurance 41% SNS PF 10% Retail banking 33% Life 44% Insurance 57% Non-Life 8% Non-Life 13% 1. Net profit from other activities split pro rata over respective net profit contributions. AXA NL Combined contribution on SNS REAAL IFRS basis, including VOBA amortisation and financing costs. Amortisation of VOBA of AXA NL Combined allocated to Life net profit, financing costs split pro rata over Life and Non-Life. Zwitserleven and Swiss Life Belgium s operations income based on normalised 2006 net profit. 9

11 Transaction Highlights and Rationale 3. Expand Product Range and Distribution Reach Increased capabilities in SME and broader distribution will yield revenue synergies Product Innovation Distribution Strategy i-pensioen Standard online products for SME segment Direct access to all accompanying legal documentation Wage inflation linked scheme and available premium scheme Zwitserleven Ondernemerspensioen Specially developed for pension and risk insurance combined in one product Variable income Online tool for mutations and fund acquisitions Zwitserleven has a dedicated SME pensions salesforce and strong ties with pensions and SME intermediaries Zwitserleven has been leveraging brand to expand into new distribution channels Innovative products form the basis for future growth Direct distribution via internet and telephone Introduction of advisory sales branches 10

12 4. Establishes SNS REAAL as a Leader in Pensions Zwitserleven will become centre of pensions expertise within SNS REAAL Brand: Transaction Highlights and Rationale All pensions business currently in SNS REAAL / AXA NL to be rebranded under the Zwitserleven brand data. Headquarters in Amstelveen Organisation & Employees: Current REAAL Verzekeringen and AXA pensions business to be reverse-integrated into Zwitserleven organisation / systems framework (approx. 350 mn of REAAL Verzekeringen s premium income) (1) Reverse-integration framework similar to the Bouwfonds Property Finance integration process Culture and challenger mentality fits with SNS REAAL No forced redundancies Management: Marco Keim to become Board Member of REAAL Verzekeringen responsible for enlarged Zwitserleven business One additional REAAL Verzekeringen Board seat for Zwitserleven executive Experienced Zwitserleven management to remain in place 11

13 Transaction Highlights and Rationale 5. Leading Brand and Reputation in Pensions Market Zwitserleven brand fits with SNS REAAL s multi-brand strategy Zwitserleven brand is a household name in the Dutch market with a strong association to pension products Following 25 years of consistent marketing, the expression het Zwitserleven gevoel is universally associated in the Netherlands with pensions products 85% (1) awareness when respondents were prompted Well-recognised by both retail and SME customers Banking Brands Insurance Brands 1. Source: Daphe Communication Management (2007). 12

14 Agenda 1. Transaction Highlights and Rationale Sjoerd van Keulen 2. Overview of Zwitserleven Marco Keim 3. Financial Impact Ronald Latenstein van Voorst 4. Reverse-integration Framework Cor van den Bos 5. Conclusion Sjoerd van Keulen 6. Questions & Answers 7. Appendix 13

15 Growth Potential in Pensions Market Overview of Zwitserleven Growth Total Pension Funds Assets ( bn) (1) Total Pension Fund Contributions 800 CAGR 02-06: 13.9% Insurers 26% Company pension funds 22% Total estimated market size (2) : 32.0 bn Industry pension funds 52% Management of pensions increasingly shifting from public to private sector Insurers positioning to capture market share from pension funds Favourable drivers of growth in the Dutch pensions market: Growing life expectancy Increasing labour participation and higher wages Historically low interest rates Increased regulatory supervision and legal transparency provide an increasingly level playing field 1. Source: DNB (Pension Fund Supervision). 2. Estimates based on 2005 and 2006 data from DNB and AM Jaarboek respectively. 14

16 Overview of Zwitserleven Historical Performance Overview Solid Growth Premium Income ( mn) (1) New Production ( mn) (2) 1, Corporate & SME Individual 1, ,208 1, HY HY 2007 Value of New Business (VNB) ( mn) (3) Normalised Net Profit ( mn) (4) HY 2007 Source: Swiss Life data based on Swiss Life IFRS principles. 1. GWP + Unit-linked premiums ( Deposits ). 2. Includes new total GWP and Unit-linked premiums ( Deposits ). 3. Based on Swiss Life Traditional EV principles. 4. Net Profit normalised primarily by deduction of tax-related exceptionals HY

17 Balanced Distribution Mix Overview of Zwitserleven Channel Comments New Production 2006 ( 496 mn) (1) Fee Consultants Strong relationships leading to the highest customer satisfaction for Zwitserleven Swiss Life Network International cooperation between 51 local life insurers Additional source of revenues in pensions 45% Intermediaries Focus on selected client segments Growing relationship with service providers High penetration in pension-focused intermediaries Direct Sales Introduction of advisory sales branches E-commerce contribution to new production increased from 3 mn in 2005 to 16 mn in 2006 (1) 52% Source: Swiss Life data. 1. Includes new total GWP and Unit-linked premiums ( Deposits ). 3% 16

18 Excellent Service and Employee Satisfaction Overview of Zwitserleven Excellent Service Intermediary Channel Pensions Performance Ranking 2007 (1) POL (Life) 2006 (2) #1 #2 #2 #5 7.3 Job Satisfaction (3) Employee Satisfaction 6.0% Absenteeism % HY % 1.5% 0.0% 5.1% 3.8% 3.2% 3.4% HY Source: Performance Survey 2007 by independent intermediaries NBVA, NVA, and DAK published by TNS NIPO. 2. Performance Onderzoek Leven (Performance Analysis Life), performed by IG&H Management Consultants. 3. Source: Swiss Life data. Employee satisfaction survey based on score 1-10 (10 being most satisfied); maximum score for Dutch employees is typically

19 Outstanding Client Satisfaction Highest satisfaction score among fee consultants (distribution to corporate clients) Overview of Zwitserleven Average Commitment Score Average Appraisal Score Conclusions 2007 Survey (1) Zwitserleven is the overall strongest pension player (Far) ahead compared to other insurers Extremely high commitment score (awareness) and appreciation by consultants Professional, established pension player, strong in client management Strong in Deferred Contribution schemes 1. Source: MotivAction Surveys of Fee Consultants. 18

20 Operational Excellence Overview of Zwitserleven Operating Expenses (1) / Premium Income (2) Premium Income (2) / FTEs ( mn) 10.0% % % % 8.5% 7.8% 7.2% % % E E (3) Source: Swiss Life data. 1. Operating costs exclude commissions, asset management cost. 2. Premium income includes GWP and Unit-linked premiums ("Deposits ) FTEs based on 1H

21 Combining with SNS REAAL Strengthens and Accelerates Zwitserleven s Ambition Overview of Zwitserleven Strengthening and acceleration of Zwitserleven s ambition to be the pension insurer of the Netherlands Reverse-integration of REAAL Verzekeringen s 350 mn pension business volumes Access to new distribution channels and products of SNS REAAL: ASN Bank, SNS Fundcoach, SNS Regio Bank Access to new products of SNS REAAL: Combined product development (e.g. wealth management) SNS REAAL s proven track-record in making acquisition a success Increased visibility of being part of SNS REAAL (e.g. Kaleidoscope logo) Cultural fit of challenger-mentality and client centric focus 20

22 Agenda 1. Transaction Highlights and Rationale Sjoerd van Keulen 2. Overview of Zwitserleven Marco Keim 3. Financial Impact Ronald Latenstein van Voorst 4. Reverse-Integration Framework Cor van den Bos 5. Conclusion Sjoerd van Keulen 6. Questions & Answers 7. Appendix 21

23 Financial Impact Side-by-Side Material Addition to REAAL Verzekeringen SNS REAAL Pro Forma (1) vs. Zwitserleven & Swiss Life Belgium (2006, mn) Zwitserleven + Swiss Life BE Zwitserleven + Swiss Life BE Normalised Net Profit 89.5% 10.5% (2) Total Assets 85.5% 14.5% 96,101 16,240 Shareholders' Equity 84.0% 16.0% 3, (3) FTE's 86.2% 13.8% 6,589 1,053 REAAL Verzekeringen (1) vs. Zwitserleven & Swiss Life Belgium (2006, mn) Zwitserleven + Swiss Life BE Zwitserleven + Swiss Life BE Premium Income 68.5% 31.5% 3,660 1,683 (4) Normalised Net Profit 82.8% 17.2% (2) Total Assets 66.7% 33.3% 32,592 16,240 Investments 63.3% 36.7% 25,209 14,611 Technical Reserves 65.1% 34.9% 23,972 12,847 Shareholders' Equity 65.0% 35.0% 1, (3) Embedded Value 72.3% 27.7% 3,273 1,256 (5) Note: All Zwitserleven and Swiss Life Belgium numbers are shown on a Swiss Life IFRS basis, unless otherwise stated. 1. SNS REAAL and REAAL Verzekeringen financials are shown pro-forma for AXA NL Combined 2. Represents Zwitserleven s and Swiss Life Belgium s stated consolidated net profit (total of 166 mn) normalised for exceptional items (- 101 mn). 3. Based on Dutch and Belgian GAAP. 4. GWP + Unit-linked premiums. 5. Embedded value figures relating to Zwitserleven and Swiss Life Belgium are market consistent embedded value figures and are based on the accounting principles and embedded value principles applied by these respective entities, adjusted for SNS REAAL s 150% solvency requirement. These accounting principles and embedded value principles may differ from the accounting and European embedded value principles as used by SNS REAAL. 22

24 Adjust Investment Portfolio Mix Financial Impact Equities 5% Investment Portfolio for Own Account 2006 Zwitserleven Swiss Life Belgium REAAL Verzekeringen (1) Equities 9% Equities 13% Fixed Income and Other 95% Fixed Income and Other 91% Fixed Income and Other 87% 7.3 bn 2.6 bn 17.7 bn Total Technical Reserves 2006 (2) Zwitserleven Swiss Life Belgium REAAL Verzekeringen (1) Unit-linked 38% Unit-linked 15% Unit-linked 30% For Own Risk 62% For Own Risk 85% For Own Risk 70% 10.3 bn 2.5 bn 24.0 bn Source: Swiss Life data. 1. Pro Forma including AXA NL Combined, but excluding Zwitserleven and Swiss Life Belgium. 2. Unit-linked reserves includes separate accounts. 23

25 Combined Financials Financial Impact Zwitserleven / Swiss Life Belgium and SNS REAAL Combined Key Financials 2006 ( mn) Zwitserleven Swiss Life Belgium Zwitserleven + Swiss Life Belgium SNS REAAL ProForma Total Combined (1) Premium Income 1, ,683 3,660 5,343 Reported Net Profit (2) Normalised Net Profit Shareholders Equity (GAAP) ,540 (3) 4,212 Total Assets 12,691 3,549 16,240 96, , Normalised Net Profit - SNS REAAL IFRS ( mn) Key Earnings Accretion Drivers Impact Zw itserleven + Sw iss Life BE Reported Prof its (101) Exceptional (2) Items Normalised Net Profit SNS REAAL IFRS (4) Adjustments Source: Swiss Life data. 1. GWP + Unit-linked premiums. 2. Tax-related exceptional impacting Zwitserleven s net profit. 3. IFRS Shareholders Equity. 4. Predominantly consists of DAC accounting. Normalised Net Profit under SNS REAAL IFRS Principles + Pre-tax cost synergies per annum (fully phased-in) + 35 mn + Fiscal goodwill amortisation p. a., over 10 years after tax + 13 mn + Increase equity exposure to c.15% Positive + 22% effective tax rate Positive Pre-tax one-off restructuring costs ( 30) mn Cost of financing Negative VOBA amortised over 14 years Negative Revenue synergies Positive, but not incl. in analysis EPS accretive in the first 12 months after completion 24

26 Financial Impact Embedded Value Highlights SNS REAAL Principles mn Zwitserleven Swiss Life Belgium Combined Net Asset Value (Local GAAP) 31/12/ /09/2007 Net Asset Value (Local GAAP) Adjusted Net Asset Value (IFRS) Value In-force (1) 257 (2) 255 Market Consistent Embedded Value 1, ,225 Value of New Business (1) 19.4 (3.7) New Business APE (1) New Business Margin 10.4% n.m. 7.3% Comments 30/09/07 Zwitserleven embedded value to benefit from the following: Synergies and diversification benefit Lower SNS REAAL effective tax rate Asset mix and investment policy Source: Swiss Life data. 1. Based on SNS REAAL European EV principles which differ from Swiss Life Traditional EV principles. 25

27 Valuation at 1.17x MCEV Financial Impact Breakdown of Maximum Total ( mn) 1,750 1,400 1, , ,535 Maximum Purchase Price as a multiple of: 30/09/07 MCEV 1.17x 1,050 30/09/07 Net Asset Value 1.48x 1H 07 Annualised Earnings 16.7x 700 NPV of Tax Benefit: 350 Asset liability transaction for NL creates tax deductible Fiscal Goodwill 0 Purchase Price Maximum Payment under Completion Mechanism (1) Maximum Purchase Price NPV of Tax Maximum (2) Benefit Total Consideration Amortisation of Fiscal Goodwill (2) over 10 years results in annual cash tax saving of approximately 13 mn 1. Completion Mechanism predominantly consists of the difference between the year-end 2006 and year-end 2007 local GAAP net asset value (NAV). 2. Calculated as Maximum Purchase Price for Zwitserleven minus Dutch ANAV, discounted over 10 years. 26

28 Financing the Transaction Financial Impact Financing ( mn) 1,750 1,400 1,535 Not tapping public equity markets 1, New class of shares issued to the Foundation ( Foundation Shares ) Meets internal solvency requirements Completion expected H1 2008; final financing mix to be determined at that point in time 0 Foundation Shares Double Leverage (1) Senior Debt/ Internal Resources Maximum Financing Requirement 1. Double Leverage of 90 mn results from 15% of 600 mn equity treatment of Foundation Shares. 27

29 Supportive Role of the Foundation Financial Impact Goal of the Foundation Key Benefits of Foundation Shares Support SNS REAAL in its growth and development Act in the best interests of SNS REAAL, its subsidiaries and its stakeholders Transaction certainty Permanent capital to qualify for DNB solvency and rating agencies core capital Provide capital that is less dilutive than ordinary shares Dividend yield on Foundation Shares not more than dividend yield on ordinary shares (1) Other Foundation s ownership of 54.3% of SNS REAAL ordinary shares remains unchanged Issuance of a new class of shares to the Foundation requires an amendment to the Articles of Association, to be voted in an Extraordinary General Meeting ( EGM ) 1. At the time of declaring the dividend on Foundation Shares. 28