1. Introduction to Vereniging Achmea

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1 1. Introduction to is the association of the customer members of Achmea B.V. and its subsidiaries (hereafter jointly referred to as: Achmea). is the result of cooperative mergers of a number of mutual insurance companies, private health insurers ( bovenbouwers ) and national health insurance funds, whose activities are placed with the different entities of Achmea. In that sense, the Vereniging is the embodiment of the cooperative signature of Achmea and in all matters this fact is of key importance in determining the aims of the Vereniging and the way in which these are put into practice. The Vereniging is in fact the voice of the customer. Objects of pursuant to the Articles: To do everything in its power to safeguard the continuity of the Achmea Group. According to these Articles, the Achmea Group means all of (1) the Vereniging itself and any natural persons and legal entities associated in a group with the Vereniging, (2) Achmea B.V. with registered offices in Zeist, (3) the legal entities and partnerships associated in a group with Achmea B.V. and (4) the legal entity established according to its Articles in Amsterdam: the Onderlinge Waarborgmaatschappij Molest Risico W.A. that is a member of the Vereniging. To promote the interests of the customer members. To participate and otherwise take an interest in, to finance and manage other undertakings, of any kind, and warrant the debts of others, and anything connected with or conducive to the above. The Articles of the Vereniging define who are customer members as follows: "All natural persons who have reached the age of at least eighteen years and all legal entities that purchase a product or service from a legal entity or partnership established in the Netherlands belonging to the Achmea Group, become customer members of the Vereniging upon entering into the agreement for the provision of services or products unless upon or following the entering into of the agreement, the party purchasing the services or products indicates in writing that this person does not wish to become a customer member." As of 31 December 2012 has in total, both directly and through the Trust Office Foundation Achmea, 61.6% of the voting rights in the General Meeting of Shareholders of Achmea and 65.3% of the dividend rights in common shares in Achmea and is therefore the largest shareholder of Achmea. Structure of The statutory boards of the Vereniging are the Meeting of Voting Members, the Council of Members and the Board of Directors and the Vereniging thereby has a tiered structure. The Vereniging holds a Meeting of voting Members at least once each year. This is the meeting in which the Board of Directors submits proposals for the appointment of members of the Council of Members for approval to the voting members. Voting members are natural persons and legal entities that are customer members and that following registration have been accepted as a voting member. Information about the procedure according to which customer members can register as voting members is available to everyone via the website The Vereniging therefore has two types of member, voting members and customer members. Voting members and non-voting members are not liable for any shortage with the liquidation of the Vereniging. 1

2 The Council of Members or the general meeting of the Vereniging consists of representatives appointed by the voting members. The Council of Members is, as far as possible, a true reflection of the clientele of Achmea. The Council of Members has a maximum of one hundred members. The Council of Members consists of members acting as natural persons and members acting on behalf of legal entities that are customer members. The formal voting on the appointment of members of the Council of Members takes place during the Meeting of Voting Members. Apart from the voting members, the members of the Board and the members of the Council are also present at this meeting. By not just restricting this meeting to formal decision-making, but by also giving an explanation of the strategy and the annual figures of Achmea, the desired involvement of the voting members was complied with. In its meetings, the Council of Members considers the annual report of the Board of Directors concerning the business of the Vereniging and the management undertaken. The Council of Members is also required to approve the financial statements and discharge the Board of Directors for the policy implemented. The Board of Directors requires approval from the Council of Members for a number of important resolutions for example relating to the encumbering of movable property and property rights and in respect of cooperation agreements and an amendment of the statutes. The Council of Members has the final word on entering into mergers. The meetings of the Council of Members are also attended by the members of the Board of the Vereniging and the members of the Board of Directors of Achmea. Depending on the topics on the agenda, the Board of Directors provides an explanation of the policy pursued and to be pursued. The members of the Board of Directors are appointed by the Council of Members. Only natural persons can become members of the Board of Directors. Board membership is not compatible with membership of the Council of Members. The Board of Directors deals with issues that relate to the progress of the policy of the Vereniging. For a number of resolutions, the Board of Directors requires the approval of the Council of Members. The Board of Directors has appointed a chairman and two deputy chairmen from among its members. The chairman and the deputy chairman of the Board of Directors of Achmea are always present at the board meeting as observers. The same applies for the chairman of the Supervisory Board of Achmea. The Vereniging has two advisory committees: the Remuneration Committee and the Appointment Advisory Committee. In its current composition, the Vereniging reflects to a considerable extent the result of a large number of cooperative mergers. This is reflected in the composition of the Board of Directors and the Council of Members. Many of the members of these bodies come from administrative bodies of the companies that have joined the Vereniging over the years. Furthermore, in recent years members have also joined that were not related to a merger partner. The Board of Directors and the Council of Members are assisted by a director and a secretary and also by a small supporting staff of the Vereniging. 2

3 2. Report for the 2012 financial year 2012, The International Year of the Cooperative To stress the importance of the cooperative both in the Western world and elsewhere, the United Nations has declared 2012 the International Year of the Cooperative. With the theme year, this international organization wants to draw global attention not only to the success, but especially to the value of the cooperative. In many countries, cooperatives contribute to the reduction of poverty and unemployment and are therefore of great importance for the general economic development. Also, this form of enterprise expresses the call for an alternative and the concern of many that unbridled shareholder capitalism will lead to a suboptimal result of the economic process. A concern that became manifest during and after the credit crisis: cooperative companies scored better than quoted companies; short term profit gain is matched against the long term objectives and a solid a solid financial policy. It is especially within the cooperative that all stakeholders perform best as part of a balanced whole. Also, this form of enterprise offers, more than others, the opportunity to focus on ethical trading and sustainability aspects; after all, these are often already in the cooperatives genes. The cooperative has gained in importance and topicality in the last decade. especially after the beginning of the crisis in Unlike other legal forms, a cooperative brings together, consumers, citizens, professionals, entrepreneurs and (public) institutions. They often have a common interest, an economic need to cooperate. In our country, the cooperative has also been successful in the past, especially in agriculture and horticulture and the financial services sector. However, in recent years a tendency is noticeable that also in other branches of industry, but also with specific groups such as the self-employed, the interest in the cooperative as type of enterprise is increasing. The other types of added value of the cooperative are not in the maximization of profit, but rather in offering the members the best product at a good price. Four core concepts form the cornerstones of the cooperative: solidarity, responsibility, continuity and trust. Cooperatives are also characterized by a strategic focus on the members interests, are often locally or regionally rooted and have an organizational structure aimed at cooperation. Many of the above elements are also reflected in our cooperative group. Not only are all our customers members, but guaranteeing the continuity of Achmea is included in our Articles. Almost all the shares of Achmea are in the cooperative hands of (65,3%) en the Rabobank (29,2%). Where there are no listed shares in circulation, all this provides the opportunity to really take the customers interests to heart. Membership policy In the year under review an intensification has taken place of the discussions about the future membership policy of the Vereniging. After taking stock of the views that exist about, the contours of the future membership policy were discussed during two workshops at which the membership policy and identity of the Vereniging were central. Apart from board members, members of the Council of Members and voting members these workshops also included the participation of the Supervisory Board, the Board of Directors and several members of the senior management of Achmea. A direct result of these workshops was the formulation of the higher (why do we exist?) and the daring (what is our biggest challenge?) objective of with the central 3

4 question of which way the Vereniging can strengthen the (cooperative) identity of Achmea. The higher objective is thereby specified as: From a cooperative ideology we represent the collective customers interest, we ensure the continuity of the company and we fulfil our social responsibility. This led to the following daring objective: The association of the most involved policy holders. In the second half of the year the discussion surrounding the membership policy has acquired further shape by the setting up of a Membership Policy steering committee. Both members of the and Achmea are represented in the steering committee on the basis of equal representation. Furthermore a feedback group has been set up with a representative cross-section from the Council of Members of the Vereniging. The intention of this feedback group is to check the results of the discussions from the steering committee against a broader body within. Both the members of the steering committee and the members of the feedback group act as ambassadors to involve members of the Vereniging in the revitalization of the membership policy. The objective of the steering committee is the formulation of both a spot on the wall (2015) and a spot on the horizon (2020). This brings up the questions what do we want to accomplish with the membership policy/membership, how does position itself in relation to the Achmea brand and the labels and what is the most optimal customer segmentation. For example, ideas have been suggested to distinguish between the private and business customers and to look at the segmentation of customer groups and to choose, by customer group, for an individual approach of customer influence on the company. In addition, the Membership Policy steering committee has occupied itself by mapping out all existing forms of customer involvement within Achmea. At the same time, we examined in which business units customer influence is even less developed. Although the development phase has not been completed and the formal decision making has yet to take place, the aim is focused on connecting to these customer representations when composing the Board of Directors and the Council of Member in the coming years. After all, by making use of this cascade structure the legitimacy of for instance the Council of Members as a representative cross-section of the customer members is increased. Member activities Just as in previous years, in 2012 the Vereniging organized some well visited theme meetings. The purpose of these meetings is to discuss an Achmea related theme based on some presentations given by experts. Furthermore, we organized for the first time an Onthe-way-home meeting. also works together with Achmea in Volgens Nederland (According to people in the Netherlands). Moreover, the first pilot with member benefits was started. On 26 April 2012 the first thematic meeting of the year under review took place in the Achmea Congress Centre in Zeist with the theme "Being Strong Together! The strength of cooperative entrepreneurship. In this meeting the cooperative form of enterprise was central. The essential points of the cooperative were clearly explained via various presentations. There was also a great deal of attention for self-employed persons. The cooperative appears to be a suitable form of enterprise in which the self-employed and small entrepreneurs can unite without losing their own identity and independence. 4

5 The second thematic session was held on 4 December 2012 in the head office of Zilveren Kruis Achmea in Leiden. There was every reason for this, since the subject was care related: A Healthy Choice!. This meeting not only concerned what people can do themselves to live healthy, but the meaning of new technological developments was also discussed. For example, the Quantified Self was gone into in more detail: developments on the intersection of technology, sport/exercise and nutrition. In this way in our information society increasingly more insight can be obtained into the latest possibilities to monitor lifestyle and condition. A participant in the Obese programme also gave some insight into his battle against excess weight. Apart from these meetings organized by, they also participate in the Achmea campaign According to people in the Netherlands started in the autumn of During this campaign, which is a continuation of the Convention of Achlum from 2011, Achmea will engage, through an interactive platform, in discussions with Dutch people about important issues in our society. Not only experts will speak and offer possible solutions, but anyone who wants to be heard can join in the discussion. Because by talking to each other we get closer to solutions for complex issues. The involvement between the Vereniging and Achmea is further strengthened by the first On-the-way-home meeting which was held on 7 February 2012 with the theme Mandatory pension plan. In total about ten people from the Board of Directors, Board of the Vereniging and Council of Members entered into discussion with each other. These meetings have the purpose of starting in-depth discussions about a topical and complex subject about which Achmea will possibly adopt a position. During the year under review progress was also booked in the area of member benefits. For example, Zilveren Kruis Achmea has started a waiting list mediation pilot for Centraal Beheer Achmea accounts. In 2012 we have continued to develop the presence of on the Social Networks Facebook, LinkedIn and Twitter. The purpose of this is to get into discussion with our customers via these media. This specifically occurs in the run-up to the theme meetings. The responses and comments from the social media are used as input for the discussions during these meetings. In addition, these media offer an excellent platform to still continue discussions on-line on the subject after the meeting. This all led to having more than 10,000 likes on Facebook at the end of 2012, several hundred followers on Twitter and that around three million people participated in a discussion, or responded to a poll about a current social theme. It is clear that the use of social media has has created more awareness of the Vereniging among the general public. Cooperative merger with De Friesland Zorgverzekeraar It was known during 2011 that the Dutch Competition Authority (Nma) had no objections against the proposed cooperative merger of with De Friesland Zorgverzekeraar (medical insurance company). The legal merger took place at the end of 2011, whereupon the company was incorporated by the Vereniging, against payment, into Achmea. The financial settlement of this transaction occurred in two instalments, for which the consideration for the contribution of the activities of De Friesland Zorgverzekeraar took place partly in cash and partly in Achmea shares. Change of external accountant During the financial year the Vereniging changed external accountant from Ernst & Young to PriceWaterhouseCoopers. A tightening of the regulation (COS 600) formed the basis for this 5

6 change The external accountants could no longer issue an approved audit report for the Vereniging, without an extensive audit at Achmea, because almost 99.4 % of the balance of the Vereniging was not directly audited by them. Only if the responsible accountant has had sufficient involvement during the audit, may he make use of the activities of the other accountant. A derived audit was therefore no longer satisfactory. Therefore, after a period of seven years was required to bid farewell to Ernst & Young. Administrative Affairs The Board of the Vereniging convened twice in 2012, on 9 March and 14 September. Apart from the regular financial reporting, the Vereniging reflected in its meetings on the final report of the Remuneration Committee and the progress of the membership policy. Furthermore the board has agreed with the setting up of an Appointment Advisory Committee which advises the Board with regard to (re)appointments within and by. Council of Members The Council of Members met twice in the year under review, on 3 April and 9 November. Apart from the regular financial reporting, important topics discussed during the meetings were the final report of the Remuneration Committee and the progress of the membership policy. Furthermore the Council of Members has approved a change of the external accountant from Ernst & Young to PriceWaterhouseCoopers. During the annual information session of the Council of Members on 13 June 2012 in Leiden the members were extensively informed about the development in the area of care. In addition, an account was given of the recent developments within the Stichting Achmea Slachtoffer en Samenleving (SASS), a foundation that focuses on the improvement of the position of the victim in society. Following on from this a presentation was given of a longitudinal study RADAR, supported by the SASS, which looks at the links between perpetration, victimization and juvenile delinquency. The activities of the SASS are made financially possible by. Furthermore the information session offered the possibility to the members of Board of Directors and the Council of Members to become further acquainted with several departments of this new location of the healthcare insurance companies of Achmea, which opened in Also in 2012, prior to the meetings of the Council of Members, two educational sessions for the Board of Directors and the Council of Members took place. On 3 April a workshop was held on the subject The annual accounts, what do the figures say?. On 9 November a presentation was given by and a discussion was held with the Achmea Ethics Committee, an advisory committee of the Board of Directors of Achmea. The outcome of this meeting was that in the future on behalf of a representative will also participate in this committee. Meeting of Voting Members The Meeting of Voting Members convened once in the year under review on 3 April. The (re)appointment of members of the Council of Members took place during this meeting. During this meeting the annual accounts of Achmea and the annual report of Vereniging Achmea were also explained. Profit and losses 6

7 is dependant for its income on its share in the result of Achmea. The share in the result of Achmea over 2012 amounted to 295.9M Euros. The costs of the Vereniging, apart from the compensation for the Board of Directors and Council of Members, consist in particular of the operational costs of the supporting secretariat (in which are also included the costs of the member policy) The interest charges on the loan taken out in 2010, originally of 700M Euros, amounted in the year under review to 24.1M Euros. Effective from 2012 a start has been made with the payment of the annual annuity of 90M. Taking the aforementioned into account, the statement of profits and losses shows on balance a positive result of 268.5M Euros. This result is incorporated in the balance sheet drawn up at the end of It is of importance for the association to pay off the loan taken out in 2010 within the agreed period. In 2012 the payment component of the annuity amounted to 77.4M whereby the outstanding debt decreased from 696.5M Euros to 619.1M Euros as at the end of Personal details During the year under review the Vereniging has said farewell to Mr M.J.J. Creemers, with regard to the start of his activities as CFO/Finance Manager Achmea Australia. After the departure of Mr T. Loonstra in 2010, Mr Creemers has undertaken the directional responsibility for the financial policy and the financial reporting of the Vereniging. The Vereniging is very grateful to Mr Creemers for the meticulous manner in which he has managed the finances and has reported on this during the meetings of the Board of Directors and the Council of Members. The activities of Mr Creemers at have been taken over by Ms S. Spek. She will perform these activities along with her main task as director of Finance, Risk and Chain Management of the Direct Distribution Division. Outlook In the coming year, the emphasis will be on developing the revitalization of the membership policy of the Vereniging. It is of importance that this task not only rests on the shoulders of, but is also supported by the Achmea company. Since both parties have a strong awareness that this has to be done for our customers, being our members, this is in fact a cooperative in the true sense of the word. Zeist, 15 February 2013 On behalf of the Board, Mr P.F.M. Overmars LL.M., chairman J.L.A. Boogerd-Quaak, deputy chairman Prof. H.J. Snijders, deputy chairman 7

8 3. Composition of Board of Directors, Remuneration Committee and Appointment Advisory Committee During the year under review, the terms of office of Messrs R.G. Boekhoven, J.F. Buurmeijer, Prof. dr. A.H.C.M. Walravens, H. Wiegel, P. Wijnmaalen and B.Y. Yntema ended under the periodic rotation scheme. During the meeting of the Council of Members on 3 April 2012, Messrs Wiegel and Wijnmaalen were reappointed for a period of one year and will step down in In the above mentioned meeting Mr Yntema is reappointed for a period of three years and will step down in On 3 April 2012 at the end of the regular spring meeting said farewell to its deputy chairman, Prof. dr. A.H.C.M. Walravens. Mr. Walravens, as member of the board and of the Presidium, has been of great value for the Vereniging for many years. In addition, he has always performed well his linking function to the Supervisory Board of Achmea. The Vereniging is very grateful to Mr Walravens for his expert involvement and the way in which het has fulfilled the role of vice president in the past few years. As of 3 April 2012, following the departure of Prof. dr. A.H.C.M. Walravens, Prof. mr. J.H. Snijders is appointed as deputy chairman of the Board of Directors of. Mr E.A.J. van de Merwe attended the meeting of the Council of Members on 3 April 2012 for the last time in his capacity as a member of The Board of Directors of. With respect to his appointment as Chairman of the Supervisory Board of Achmea and in light of the changed governance agreements it is agreed that in the future Mr Van de Merwe will receive a standing invitation to attend the meetings of the Board of Directors and the Council of Members as observer. The Vereniging is very grateful to Mr Van de Merwe for the expert manner in which he has fulfilled his membership in the past years. On 31 December 2012 messrs R.G. Boekhoven and J.F. Buurmeijer stepped down as members of the Board of Directors of in accordance with the agreements made at the time of the merger with Agis. is very grateful to Messrs Boekhoven and Buurmeijer for their expert involvement in the past years. During the meeting of 14 September 2012, Messrs mr. P.F.M. Overmars, drs. C.W. van der Waaij RA and drs. P. Wijnmaalen were appointed as members of the Appointment Advisory Committee. 8

9 Composition of the Board of Directors of (as at 31 December 2012) Mr P.F.M. Overmars LL.M., (chairman) Ms J.L.A. Boogerd-Quaak (deputy chairman) Prof. H.J. Snijders LL.M., (deputy chairman) ing. W.H. Bakker R.G. Boekhoven Mr H.Th. Bouma LL.M., A. de Bruijn (observer) J.F. Buurmeijer Prof. dr. E.M.H. Hirsch Ballin S. Kloosterman drs. E.A.J. van de Merwe (observer) Ms M.S.C. Mous ing. A.J. Mulder ing. J.H.M. Robben J. Ruiter (observer) drs. Th.J. Schooneman H.J. Slijkhuis prof. dr. ir. M.J.M. Tielen (observer) drs. C.W. van der Waaij RA Ms J.J. van der Waaij B.J. van der Weg H. Wiegel drs. P. Wijnmaalen B.Y. Yntema Honorary member G.J. Swalef Director J.R.P. van den Brink Secretariat drs. G.J.N. Melse (secretary) Ms N.M. Hupkens-Sipma (substitute secretary) Composition of the Remuneration Committee J.F. Buurmeijer (chairman) P.E. Jansen S. Kloosterman ing. C.J. Willems drs. P.P. Witte LL.M., Composition of the Appointment Advisory Committee Mr P.F.M. Overmars LL.M., (chairman) drs. C.W. van der Waaij RA drs. P. Wijnmaalen 9

10 4. Composition of the Council of Members In 2012, the terms of office of Ms E.J.M. Verhoeven-van Boxtel and Messrs J.J. Meerman, drs. K.B. van Popta and mr. J. Volkers as representative of legal entities ended under the periodic rotation scheme. The ladies M.A.M. Agterberg, M. Bakker-Snoeij, S. Hannou-El Idrissi, A. Lindeboom-Jager, mr. N. Schuylenburg, J.W. Van Velden and drs. C.M.S. Visser and Messrs J.C. Dwarswaard, J. Essing, R.F. van Esveld, W.R. van der Kwast, D.J. van der Leij, drs. A. Meij, drs. C.J. Moolenburgh, E. Rottink, W. Rumph, drs. L. Schouten, M. Sol, drs. B.J.C.J. Terstegge, H.H. de Vries, W.A. van Vugt, E.J. Westra, T.F. Wiltjer and J. Wolthuis stepped down as natural persons. Mr J. Wolthuis has stepped down after a membership of 45 years as of 3 April 2012 since he does not wish to be considered for reappointment The other members of the Council of Members referred to were reappointed by the Meeting of Voting Members on 3 April On 3 April 2012, during the Meeting of Voting Members, Ms I.C. van den Broek LL.M. and Mr. G. Volkers were appointed members of the Council of Members of. Ms Van den Broek in her capacity as HR director of TNO and Mr. Volkers in his capacity as member of the Executive Board of NDC Houdstermaatschappij B.V. At the end of the information session in Leiden on 13 June 2012 drs. C.J. van der Horst, stepped down as member of the Council of Members, this in relation to his relocation abroad. Mr A. Regeer passed away on 5 November Mr Regeer has been associated with our organisation since In recent years as Member of the Council of Members of Vereniging Achmea. 10

11 Composition of the Council of Members (as at 31 December 2012) On behalf of legal entities: Koninklijke Verbond van Grafische Ondernemingen, Amstelveen Roto Smeets Group, Deventer TNO, Delft G4S Beveiling B.V. Amsterdam Algemene Bond Uitzendondernemingen, Badhoevedorp Erasmus University, Rotterdam Vereniging Koninklijke Metaalunie, Nieuwegein KLM, Luchthaven Schiphol Randstad Groep Nederland B.V., Amsterdam CBW-Mitex Doorn FrieslandCampina Amersfoort Wefin S.A.R.L., Beaumont, Luxembourg MKB Nederland, The Hague V&D/La Place, Amsterdam Zuid Oost Vereniging VACO, Leiden Unilever Benelux Rotterdam Jos van Boxtel Lease B.V., Middelrode Deloitte, Rotterdam Connexxion Holding N.V., Hilversum drs. F.J. Bakkes, Director R. van den Berg Director of Human Resources Ms I.C. van den Broek LL.M. Director of Human Resources H. Duijst General Manager drs. A. van der Gaag Director G. Hoogsteder, Director of Human Resources and Finance Mr H.J. Keijer LL.M., Director drs. W.E. Kooijman, P&O Director Mr S. de Leeuw LL.M., Director J.J. Meerman Chairman J.W. Menkveld Manager Compensation & Benefits drs. G. van Noord, Director drs. K.B. van Popta Director of Finance and Internal Affairs B.M. van Rossem Director of Human Resources R.J.L. Spuijbroek General Secretary R. Stolk Vice President of Human Resources Ms E.J.M. Verhoeven-van Boxtel, Director Mr J. Volkers LL.M. Member of the Board of Directors drs. P.P. Witte LL.M., HRM Director 11

12 As natural persons: Ms M.A.M. Agterberg C.J.M. van Arendonk drs. J.C.J. Asselbergs L. Atsma Ms M. Bakker-Snoeij E.G.J. Beltman A. den Bleker ing. J. Bosma ing. H. Bouhuys ir. M.A.E. Calon G. Cnossen J.J. DØe K. Dijk ing. K. Dijkstra Mr G.B.J. Dommering LL.M. Ms F. Dooper-Lautenbach P.T.W. van Duinen J. van Duyvenbode J.C. Dwarswaard G. Esselink J. Essing R.F. van Esveld drs. L. de Graaff Ms S. Hannou-El Idrissi Tj. Hepkema G.J. Hollemans P.E. Jansen Mr H.J. Keetell LL.M. J.H. Klinkenberg ir. J.Th.G.M. Koolen A.W.A. Kuijpers W.R. van der Kwast D.J. van der Leij Ms A. Lindeboom-Jager drs. A. Meij R.J. Moeke drs. C.J. Moolenburgh ir. G.J.P. van Oosten Ms drs. C.H. Oudijk A.C. van Pelt Ms G.Z. Reinds-Vos E. Rottink W. Rumph drs. L. Schouten Ms N. Schuylenburg M. Sol dr. G.L. Sporre Ms A.N. Tekelenburg drs. B.J.C.J. Terstegge Ms R. van Twisk-Havik Ms J.W. Van Velden Ms drs. C.M.S. Visser H.H. de Vries W.A. van Vugt H.Th.J. Vulto E.J. Westra ing. C.J. Willems T.F. Wiltjer In the Council of Members on 31 December 2012 there were 23 positions vacant. 12

13 ANNUAL ACCOUNTS 2012 VERENIGING ACHMEA final 15 February

14 BALANCE SHEET AS AT 31 DECEMBER 2012 (after profit appropriation) x 1, Fixed assets Financial fixed assets Investments in Achmea B.V. 5,683,603 5,287,535 Tangible fixed assets Current assets Other assets ,794 Liquid assets 31, ,324 31, ,118 Total assets 5,715,690 5,423,045 Equity capital 5,096,306 4,726,033 Long-term liabilities Loan Co peratieve Centrale Raiffeisen-Boerenleenbank 619, ,500 Current liabilities Total equity capital and liabilities 5,715,690 5,423,045 14

15 STATEMENT OF INCOME AND EXPENDITURE x 1, Income Share in result of Achmea B.V. 295, ,747 Interest from investments and liquid assets Total income 296, ,306 Expenses Interest costs on Co peratieve Centrale Raiffeisen- 24,060 - Boerenleenbank loan Operating expenses 3,685 4,031 Total expenses 27,745 4,031 Profit/loss before taxation 268, ,337 Taxes - - Profit/loss after taxation 268, ,337 15

16 CASHFLOW STATEMENT x 1, Cash-flow from operational activities -3,670-3,938 Cash-flow from interest rate deposits Cash-flow from investment activities Dividends received - 25,900 Transactions other assets (Witte Walvis) Cash-flow from investment and financing activities Annuity/repayment loan Co peratieve Centrale Raiffeisen- -101,500-3,500 Boerenleenbank Transfer De Friesland Zorgverzekeraar N.V. to Achmea B.V. 15,776 90,000 Liquid assets at the start of the year 120,324 11,668 Liquid assets at the end of the year 31, ,324 The cashflow statement was drawn up according to the direct method. 16

17 NOTES TO THE BALANCE SHEET AND STATEMENT OF INCOME AND EXPENDITURE GENERAL For further information about Achmea B.V. you are referred to the annual report and the 2012 financial statements of Achmea B.V. These are available at The legal merger of and Vereniging De Friesland on 30 December 2011, was financially completed in The merger agreement provided that the shares in legal entities that are part of the Friesland Zorgverzekeraar (DFZ Group) shall be transferred at market value to Achmea BV on December 31, The provisional market value was determined in 2011 by an independent expert at million. The final valuation of DFZ Group was determined at million in The difference between both valuations was paid by Achmea B.V. to on 11 April Apart from a cash payment Achmea B.V., through the acquisition of the DFZ Group, has issued shares to. The number of shares issued in 2011 was based on the market value of an Achmea B.V. share on 31 December After the market value was known on 31 December 2011, Achmea B.V. made an extra issue of 597,460 extra shares to in The share of in Achmea B.V. through this acquisition increased marginally. POLICIES FOR THE VALUATION OF THE ASSETS AND LIABILITIES AND THE DETERMINATION OF THE RESULT is not a commercial association as referred to in Article 360 paragraph 3 of the Dutch Civil Code Book 2. On this basis the provisions of the Dutch Civil Code Book 2 Title 9 about the financial statements and the annual report are not applicable to. Unless otherwise stated, assets and liabilities are stated at their nominal value. Profits and losses arising from operations over the financial year are recorded in the statement of income and expenditure, with the exception of items that are recognised directly in equity capital. This with the exception of items which are directly processed in the equity capital. INVESTMENTS IN ASSOCIATED COMPANIES Investments in associated companies are valued at their net asset value, in accordance with the accounting policies as applied by the company concerned. RECEIVABLES Receivables are stated at their nominal value less any bad debt provisions deemed necessary. Long-term liabilities Long-term liabilities are valued at nominal value. The part of the long-term liabilities that are expected to be repaid during the following financial year, is presented as part of the long-term liabilities. 17

18 INCOME FROM ASSOCIATED COMPANIES The income from associated companies states the share in the profit or loss of the associated companies included under financial fixed assets, assessed in accordance with the methods for determining the results as applied by the company concerned. The result is calculated taking account of the weighted interest within the financial year. 18

19 NOTES TO THE BALANCE SHEET Investments in Achmea B.V. holds 35,826,006 Achmea B.V. shares on 31 December ( ,228,546). Furthermore, holds 225,711,242 Achmea B.V. depositary receipts for shares. ( ,711,242) which are issued by Stichting Administratiekantoor Achmea. Stichting Administratiekantoor Achmea is authorised to exercise the rights attached to all shares in Achmea B.V. Movements in number of investments in Achmea B.V Balance as at 1 January 260,939, ,004,156 Acquisition/purchase of shares 597,460 1,935,632 Balance as at 31 December 261,537, ,939,788 Achmea B.V. shares held directly and indirectly by represent an interest of 65.3% (2011: 65.3%) of the common voting shares of Achmea B.V. Along with the normal Achmea B.V. shares holds one so called A-share in Achmea B.V. Important resolutions can only be passed by the General Meeting of Shareholders of Achmea B.V. following approval by the holder of the A-share. The Achmea B.V. A-share concerns a depositary receipt for the A-share that is held by Stichting Administratiekantoor Achmea. The trust conditions of Stichting Administratiekantoor Achmea stipulate that the dividend received on the shares in Achmea B.V. shall be made immediately available to holders of depositary receipts. The Articles of Stichting Administratiekantoor Achmea stipulate that Directors of Stichting Administratiekantoor Achmea shall be appointed by, whether or not from among the members of its Board of Directors. The Board of Directors of also has power to dismiss Directors of Stichting Administratiekantoor Achmea. The investments in Achmea B.V. are valued at net asset value, in accordance with the accounting policies as applied by Achmea B.V. If the annual report had been drawn up in accordance with the Dutch Civil Code Book 2 Title 9, it would have had to be determined whether impairment triggers would have been affected, based on which an impairment should have to take place at a lower market value. Although the Vereniging does not report in accordance with the Dutch Civil Code Book 2 Title 9, this impairment testing has been carried out. The results of this test have revealed that no impairment triggers were affected. There is therefore no reason for a special impairment of the investments of Achmea B.V. Movements in investments in Achmea B.V. x 1, Net asset value on 1 January 5,287,535 5,502,031 Purchase of shares - 42,100 19

20 Dividend received - -25,900 Share in the result of Achmea B.V. 295, ,747 Share in the revaluation reserve Achmea B.V. 150,866-73,474 Other movements -50,652-25,475 Net asset value as at 31 December 5,683,603 5,287,535 Tangible fixed assets x 1, Lemsteraak Witte Walvis On 15 June 2011 the Lemsteraak, sailing under the name Witte Walvis, was purchased from Achmea B.V. The ship is valued at cost price, with deduction of depreciation, by which a terminal value of 10% of the original purchase value is taken into consideration. Movements statement Witte Walvis x 1, Balance as at 1 January Purchase Annual depreciation Balance as at 31 December Other assets Other assets x 1, Still to be received from Achmea B.V. in respect of sales - 14,200 of shares in the DFZ Group Advance payment to Stichting Achmea Slachtoffer en Samenleving Deferred interest Other ,794 The amount still to be received with respect to the sales of shares in DFZ Group was received from Achmea B.V on 11 April Movements statement Other assets x 1,000 20

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