Vereniging Achmea Annual Report 2010

Transcription

1 Vereniging Achmea Annual Report 2010

2 Contents Vereniging Achmea 5 An introduction 5 The structure of Vereniging Achmea 5 The Vereniging and the cooperative signature of Eureko and the Achmea Group 6 The membership policy of Vereniging Achmea 7 Report of the Board of Directors 8 Board meetings 8 Changes to the composition of the Board 8 Executive Management 8 Composition of the Board of Directors as at 31 December Report of the Council of Members 12 Council of Members 12 Meeting of Members 13 Composition of the Council of Members as at 31 December Financial Statements 2010 Vereniging Achmea 18 Balance sheet as at 31 December Statement of income and expenditure 19 Cashflow statement 20 Notes to the balance sheet and statement of income and expenditure 21 Notes to the balance sheet 22 Investments in Eureko B.V. 22 Investments 23 Liquid assets 23 Equity capital 23 Long-term liabilities 24 Current liabilities 24 Off-balance sheet liabilities 25 Notes to the statement of income and expenditure 26 Share in the result of Eureko B.V. 26 Operating expenses 26 Tax 26 Events following the balance sheet date 28 Acquisition of Eureko interest from Rabobank 28 Other information 28 Profit appropriation 28 Auditor s report by the independent accountant 29 Auditor s report by the independent accountant 29 Responsibility of the Board of Directors 29 Responsibility of the accountant 29 Opinion concerning the financial statements 30 annual report

3 Vereniging Achmea An introduction Vereniging Achmea is the Association of the customer members of Achmea. The Association emerged from a number of mutuals and medical expenses insurance funds that since 1990 have become part of the Achmea Group by means of cooperative merger. In that sense, the Vereniging is the embodiment of the cooperative signature of Eureko/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. Objectives of Vereniging Achmea 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) Eureko B.V. with registered offices in Amsterdam, (3) the legal entities and partnerships associated in a group with Eureko B.V. and (4) the legal entity established according to its Articles in Amsterdam: the Onderlinge Waarborgmaatschappij Molestrisico W.A. that is member of the Vereniging; To promote the interests of the customer members; To participate and otherwise take an interest in the financing and management of other undertakings, of any kind, and to stand guarantor for the debts of others, and: anything connected or conducive to the above. The Articles of the Vereniging define who customer members are 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. Vereniging Achmea is the largest shareholder in Eureko B.V. via the Stichting Administratiekantoor Achmea. The structure of Vereniging Achmea The constituent bodies of the Vereniging, pursuant to the Articles, are the Meeting of Members, the Council of Members and Board of Directors of the Vereniging. In this way, Vereniging Achmea has a hierarchical structure. At least once a year, the Vereniging holds a Meeting of Members. 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 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. Neither voting members nor customer members are liable in the event of any deficit of the Vereniging. The Council of Members or the general meeting of the Vereniging consists of representatives appointed by and from among the voting members. The Council of Members as far as possible is a true reflection of the clientele of the Achmea Group. The Council of Members has a maximum of one hundred members. annual report

4 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. As concerns the establishment of mergers, the Council of Members has the final word. The meetings of the Council of Members are always attended by the members of the Board of Directors of the Vereniging and the members of the Board of Directors of Eureko/Achmea. Depending on the subjects for discussion, they provide an explanation of the policy undertaken. The Council of Members consists of members acting as natural persons and members acting on behalf of legal entities that are customer members. 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. In its current composition, the Vereniging to a considerable extent reflects the result of a large number of cooperative mergers that have taken place since 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. The Board of Directors and the Council of Members are supported by a secretary who is also responsible for day-to-day management of the support staff of the Vereniging. The Vereniging and the cooperative signature of Eureko and the Achmea Group Until 2010, the Vereniging Achmea felt no real need to present itself to the outside world. Until 2010, the Vereniging was involved in what can be described as a phase of growth and establishment. During the course of 2009, the various forms of membership were harmonised in order to update the profile of the Vereniging. This took place in the framework of a reorientation compatible with current events, in which Corporate Social Responsibility and customer interests had become important core terms. Following the first steps in this direction in 2009, a start was made in 2010 on revitalising the Vereniging and updating the membership policy. This placed the Vereniging in a phase in which, more than in the past, it is an embodiment of the clientele, and as a consequence one of the foundations of the cooperative character of the Group. In this way, Vereniging Achmea aims to put into practice the objectives formulated above in a new manner. International and social developments, the crisis in the financial world, the increasing demand within society for transparency and the ever increasing importance attached to good management more than ever before justify the broadcasting to the outside world of the cooperative thinking of the Group. In general terms, in particular in the financial world, the shareholdervalue driven model versus the customer-interest driven model is the topic of discussion. annual report

5 The business model of Eureko/Achmea, based on cooperative principles, enables the group s companies to deliver a real contribution to tackling social issues in such areas as care, social security and pensions. In that manner, a meaningful and innovative contribution can be made to market action and government regulation. Because the majority of shares in Eureko are held by Vereniging Achmea, the association of the customer members, and because none of the other shares are stock exchange-quoted, the shareholders have every freedom to give priority to the continuity of the business activities with customer interest as their primary focus, thereby offering financial solutions to problems experienced by customers in their day-to-day life. According to its objectives and based on the way in which those objectives are fulfilled, Vereniging Achmea is increasingly fulfilling its role in projecting the cooperative signature of Eureko/Achmea. The membership policy of Vereniging Achmea In the framework of the revitalisation of the Vereniging referred to above, in the year under review, a start was made on renewing the membership policy. Until 2010, the membership policy was above all determined by the influence of the Council of Members in the dialogue that took place several times a year in the meetings with the Board of Directors of the Vereniging, the Board of Directors of Eureko/Achmea and the Directors of the companies that make up the Group. Starting in 2010, a number of new activities were also undertaken. With the website which went on line in January 2010, a start was made on communicating to all customer members. Experience has shown that to a huge extent, customer members make use of the Internet for their contact with the company from which they purchase products and services. The websites of many of the companies in the Achmea Group have a link to the website of the Vereniging. On its own website, the Vereniging currently informs the customer members of the activities and in the future of the services for customer members. In 2010, initially on a trial basis, three theme meetings were held for members. At these theme meetings, discussions were held on social issues with which customers were confronted, and which demand solutions to which Eureko/Achmea companies can make a contribution. The theme meetings had an interactive character. A panel of professionals from politics and practice and of policy makers from Eureko/Achmea explained the subject from various points of view, and the attending customer members were invited to present their experiences and vision. The first theme meeting was held on 2 March at the Beurs van Berlage in Amsterdam, in the framework of the Niet Normaal exhibition, and was based on the theme Career beyond the age of 60. The second meeting took place on 13 April in the auditorium of the Eureko Campus in Zeist, and dealt with the theme The quality of Care. The third theme meeting, held on 22 September at the Cobra museum in Amstelveen, dealt with the subject Flexible career and a longer working life: an art of its own. The trial with theme meetings in 2010 demonstrated that such an activity is highly appreciated by the customer members. The number of registrations to attend rose with each meeting. A number of other theme meetings are being prepared for the near future. Research has also been undertaken into other activities and services to give a clearer answer to the question What do we do with our customers? and What do our customers do with us?. annual report

6 Report of the Board of Directors Board meetings The Board of Directors of Vereniging Achmea met four times during the year under review. Subjects considered included the 2009 financial statements of Vereniging Achmea and of Eureko B.V., the financial developments, the development of Eureko, the Achmea Identity programme, the progress of the membership policy of Vereniging Achmea, the activities abroad, the proposed merger with De Friesland Zorgverzekeraar, the proposal for and implementation of the share transfer by Rabobank. Changes to the composition of the Board In the autumn of 2009, G.J. Swalef announced his wish to step down as chairman of Vereniging Achmea at the end of the Meeting of de Council of Members on 31 March In the meeting of the Board of Directors in December 2009, in that connection, P.F.M. Overmars was appointed chairman as from 31 March On 17 September 2010, Mrs J.L.A. Boogerd-Quaak was appointed vice-chairman. According to the periodic rotation scheme, in the year under review, the following members stepped down: Ms M.S.C. Mous and Messrs H.A.D. van den Boogaard, S. Kloosterman, T.J. Koek, E.A.J. van de Merwe, jhr. J.P.E. Teding van Berkhout and B.J. van der Weg. Messrs Van den Boogaard and Koek were re-appointed for a period of one year, since they are to retire in Mr Teding van Berkhout retired as member of the Board of Directors at the end of the Meeting of the Council of Members on 31 March The other Board members were re-appointed by the Council of Members, on 31 March The departure of Mr Teding van Berkhout means that Vereniging Achmea took leave of a very experienced Director, to whom it is greatly indebted. M. van der Kallen stepped down from his position as member of the Board of Directors as of 10 December G.J.N. Melse was appointed as deputy secretary of Vereniging Achmea as of 1 March Executive Management In accordance with the provisions of Article 24 of the Articles, the Board of Directors is authorised to appoint an Executive Management. The Board of Directors has decided not to install an Executive Management for the time being. annual report

7 Composition of the Board of Directors as at 31 December 2010 P.F.M. Overmars (chairman) Mrs J.L.A. Boogerd-Quaak (deputy chairman) A.H.C.M. Walravens (deputy chairman) W.H. Bakker H.J. Bierma R.G. Boekhoven H.A.D. van den Boogaard A. de Bruijn (observer) J.F. Buurmeijer S. Kloosterman T.J. Koek E.A.J. van de Merwe Ms M.S.C. Mous A.J. Mulder J.H.M. Robben J. Ruiter (observer) Th.J. Schooneman H.J. Slijkhuis H.J. Snijders M.J.M. Tielen (observer) Ms J.J. van der Waaij B.J. van der Weg H. Wiegel P. Wijnmaalen B.Y. Yntema Honorary member G.J. Swalef Secretariat J.P. Rompa (general secretary) Mrs N.M. Hupkens-Sipma (deputy secretary) G.J.N. Melse (assistant secretary) annual report

8 Report of the Council of Members Council of Members The Council of Members met four times in Subjects discussed and decided upon included the 2009 developments in Eureko B.V. s results, approval of the 2009 financial statements of Vereniging Achmea, the identity and membership policy and a preview of the policy in Subjects discussed and decided upon by the Council of Members were the proposed merger with De Friesland Zorgverzekeraar and the proposal for and implementation of a share transfer by Rabobank. On 9 June 2010, an information meeting was held for members of the Council of Members and the Board of Directors at Eureko/Achmea in Zeist. The programme included introductions and discussions about the review of the group structure, cooperation with social partners and innovation in the care sector. At the end of the Meeting of the Council of Members on 31 March 2010, G.J. Swalef stepped down as chairman of the Board of Directors of Vereniging Achmea and handed over his tasks to P.F.M. Overmars. Vereniging Achmea is extremely grateful to Mr Swalef for his huge contribution in the establishment of the Group and the remarkable manner in which he has headed the Vereniging for a period of ten years. On 12 November 2010, on the basis of a resolution duly taken by the Board of Directors on 17 September 2010, Mr Swalef was awarded honorary membership for life. With this appointment, the Board of Directors has expressed the gratitude of the Vereniging for the huge contributions made by Mr Swalef. Op 9 April 2010, the Council of Members of Vereniging Achmea took note of the departure of G.J. Haveman who was a member on behalf of Corus Strip Products Division. In the meeting of 12 November 2010, the Council of Members took note of the departure of Messrs L.C. Giebels (member on behalf of the Onderlinge Waarborgmaatschappij Molest-Risico W.A.), H.J.M. Hanstede (member on behalf of Solvay Pharmaceuticals and M. Niggebrugge (member on behalf of NV Nederlandse Spoorwegen). The Council of Members of Vereniging Achmea is greatly indebted to Messrs Haveman, Giebels, Hanstede and Niggebrugge for their involvement over the period now ended. annual report

9 Meeting of Members At the Meeting of Members, the voting members of Vereniging Achmea appoint and reappoint the members of the Council of Members. In 2010, the Council of Members of Vereniging Achmea convened once, on 31 March. In 2010, the terms of office of L.C. Giebels as representative of Onderlinge Waarborgmaatschappijen and Ms C.E.M. Carlier and Messrs F.F. Blanchard, H.J. Keijer, W.E. Kooijman and P.P. Witte as representatives of legal entities ended under the periodic rotation scheme. Mrs R. van Twisk-Havik and Messrs C.J.M. van Arendonk, J.C.J. Asselbergs, L. Atsma, E.G.J. Beltman, A. den Bleker, J. Bosma, H. Bouhuys, M.A.E. Calon, G. Cnossen, J.J. Dée, K. Dijk, K. Dijkstra, P.T.W. van Duinen, J. van Duyvenbode, A. van den Ende, G. Esselink, L. de Graaff, Th. Hepkema, C.J. van der Horst, H.J. Keetell, J.H. Klinkenberg, J.Th.G.M. Koolen, A.W.A. Kuijpers, R.J. Moeke, A.C. van Pelt, A. Regeer and H.Th.J. Vulto stepped down as natural persons. Ms C.E.M. Carlier and Mr A. van den Ende stepped down as at 31 March 2010 as they did not wish to be considered for reappointment. At his own request, G. Esselink was re-appointed for a period of two years. The other members of the Council of Members referred to were re-appointed by the Meeting of Members on 31 March The departure of Ms Carlien and Mr Van den Ende meant that the Council of Members of Vereniging Achmea took leave of two very experienced and dedicated members, to whom it is greatly indebted. annual report

10 Composition of the Council of Members as at 31 December 2010 On behalf of legal entities: Koninklijke Verbond van Amstelveen F.J. Bakkes Director Grafische Ondernemingen RSDB Holding Hilversum R. van den Berg Director Human Resources VEA, Nederlandse Vereniging van Amsterdam F.F. Blanchard Director Communicatie- Adviesbureaus G4S Beveiliging B.V. Amsterdam H. Duijst Managing Director Algemene Bond Badhoevedorp A. van der Gaag Director Uitzendondernemingen Erasmus Universiteit Rotterdam G. Hoogsteder Director Human Resources and Finance N.V. Nuon Amsterdam J.W. Menkveld Manager Compensation & Benefits / HR Services Vereniging Koninklijke Metaalunie Nieuwegein H.J. Keijer Director KLM, Luchthaven Schiphol W.E. Kooijman HRM Director Randstad Group Nederland B.V. Amsterdam S. de Leeuw Director Social and Zuid Oost Legal Affairs Vereniging Mitex Doorn J.J. Meerman Chairman WE S.A.R.L.Beaumont Luxemburg G. van Noord Managing Director Friesland Campina Zaltbommel A.J. Ooijen Director Human Resources MKB Nederland Delft K.B. van Popta Director Finance and Internal Affairs Maxeda Amsterdam R.B. Rijnja Director Group Human Resources Vereniging VACO Leiden R.J.L. Spuijbroek General secretary Unilever Benelux Rotterdam R. Stolk Vice-President Human Resources TNO Bedrijven B.V. Delft N. Suesan Director Jos van Boxtel Lease B.V. Middelrode Mrs. E.J.M. Verhoeven- Director van Boxtel Pensioenfonds Metalektro Schiphol R. van Vliet Chairman Zuidoost Deloitte Nederland Rotterdam J. Volkers Member of Board of Directors Connexxion Holding N.V. Hilversum P.P. Witte Director HRM annual report

11 As natural persons: Ms M.A.M. Agterberg C.J.M. van Arendonk J.C.J. Asselbergs L. Atsma Mrs M. Bakker-Snoeij E.G.J. Beltman A. den Bleker J. Bosma H. Bouhuys M.A.E. Calon G. Cnossen J.J. Dée K. Dijk K. Dijkstra G.B.J. Dommering P.T.W. van Duinen J. van Duyvenbode J.C. Dwarswaard G. Esselink J. Essing R.F. of Esveld L. de Graaff Mrs S. Hannou-El Idrissi Tj. Hepkema C.J. van der Horst P.E. Jansen H.J. Keetell J.H. Klinkenberg J.Th.G.M. Koolen A.W.A. Kuijpers W.R. van der Kwast D.J. van der Leij Mrs A. Lindeboom-Jager A. Meij R.J. Moeke C.J. Moolenburgh Ms C.H. Oudijk A.C. van Pelt A. Regeer Mrs G.Z. Reinds-Vos E. Rottink W. Rumph L. Schouten Mrs N. Schuylenburg M. Sol G.L. Sporre Ms A.N. Tekelenburg B.J.C.J. Terstegge Mrs R. van Twisk-Havik Ms J.W. van Velden Ms C.M.S. Visser H.H. de Vries W.A. van Vugt H.Th.J. Vulto E.J. Westra C.J. Willems T.F. Wiltjer J. Witvoet J. Wolthuis On 31 December 2010, there were 19 vacancies in the Council of Members. annual report

12 Financial Statements 2010 Vereniging Achmea BALANCE SHEET AS AT 31 DECEMBER 2010 (after profit appropriation) Fixed assets x 1, Financial fixed assets Investments in Eureko B.V. 5,502,031 4,667,417 Investments Current assets 5,502,565 4,667,950 Receivables Liquid assets 11,671 47,703 11,682 47,783 Total assets 5,514,247 4,715,733 Equity capital 4,814,019 4,111,487 Long-term liabilities Loan Coöperatieve Centrale Raiffeisen-Boerenleenbank 700, ,000 Current liabilities 228 4,246 Total equity capital and liabilities 5,514,247 4,715,733 annual report

13 STATEMENT OF INCOME AND EXPENDITURE x 1, Income Share in result Eureko B.V. 673, ,310 Interest from associated companies and liquid assets Total income 673, ,287 Expenses Interest expenses loan Coöperatieve Centrale Raiffeisen-Boerenleenbank 11,885 19,420 Operating expenses 3,219 2,638 Total expenses 15,104 22,058 Profit/loss before taxation 658, ,229 Tax - - Profit/loss after taxation 658, ,229 annual report

14 CASHFLOW STATEMENT x 1, Cashflow from operational and investment activities -18,818-17,293 Dividend received 582,786 - Cashflow from financing activities Repayment loan Coöperatieve Centrale Raiffeisen-Boerenleenbank -600, ,000 Expansion of interest in Eureko B.V ,000 Liquid assets at the start of the year 47,703 64,996 Liquid assets at the end of the year 11,671 47,703 The cashflow statement was drawn up according to the direct method. annual report

15 Notes to the balance sheet and statement of income and expenditure GENERAL For further information about Eureko B.V., you are referred to the financial statements 2010 of Eureko B.V., available at POLICIES FOR THE VALUATION OF THE ASSETS AND LIABILITIES AND THE DETERMINATION OF THE RESULT Since Vereniging Achmea is not a commercial association within the meaning of section 360 (3) Book 2 of the Dutch Civil Code, the provisions of Book 2 Part 9 of the Dutch Civil Code regarding the financial statements and the annual report are not applicable to the Vereniging Achmea. 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. INVESTMENTS IN ASSOCIATED COMPANIES Investments in associated companies are stated 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. INCOME FROM ASSOCIATED COMPANIES The income from associated companies records the share in the profit or loss of the associated companies including under the 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. annual report

16 Notes to the balance sheet Investments in Eureko B.V. Vereniging Achmea holds 33,292,914 shares in Eureko B.V. In addition, the Stichting Administratiekantoor Achmea holds 225,711,242 shares in Eureko B.V. The depository receipts for shares issued by Eureko B.V. are held by Vereniging Achmea. Stichting Administratiekantoor Achmea is authorised to exercise the rights attached to all shares in Eureko B.V. Movements in the investments in Eureko B.V Balance as at 1 January 225,711, ,658,379 Issue April ,052,863 Acquisition of shares ,292,914 - Balance as at 31 December 259,004, ,711,242 The total shareholding represents 63.3% (2009: 55.2%) of the ordinary voting shares. In addition, Vereniging Achmea owns one so-called A-share in Eureko B.V., also in the form of a depository receipt. The A-share has specific rights. Important resolutions can only be taken by the General Meeting of Shareholders of Eureko B.V. following approval by the holder of the A-share. The trust conditions of Stichting Administratiekantoor Achmea stipulate that the dividend received on the shares in Eureko B.V. shall be made immediately available to holders of depository receipts. The Articles of Stichting Administratiekantoor Achmea stipulate that Directors of Stichting Administratiekantoor Achmea shall be appointed by Vereniging Achmea, whether or not from among the members of its Board of Directors. The Board of Directors of Vereniging Achmea also has power to dismiss Directors of Stichting Administratiekantoor Achmea. The investments in Eureko B.V. are stated at their net asset value. Movements in the investments in Eureko B.V. x 1, Net asset value as at 1 January 4,667,417 3,148,647 Deposits on shares - 600,000 Purchase of shares 700,000 - Dividend received -582,786 - Share in the result of Eureko B.V. 673, ,310 Share in the revaluation reserve Eureko B.V. 382, ,930 Other movements -338, ,470 Net asset value as at 31 December 5,502,031 4,667,417 annual report

17 Investments Investments relate to investments in Achmea investment funds in the form of shares and bonds and are stated at market value. Movements in investments x 1, Balance as at 1 January Dividend received Share price Balance as at 31 December Liquid assets Liquid assets relate to bank balances and deposits. The bank balances are immediately demandable and the deposits have a term of less than three months. The deposits are stated at nominal value plus not yet appeared interest. Liquid assets x 1, Deposits 9,003 46,067 Bank balances 2,668 1,636 11,671 47,703 Equity capital Movement in equity capital x 1, Equity capital as at 1 January 4,111,487 3,213,798 Share in revaluation reserve Eureko B.V. 382, ,930 Share in other asset movements Eureko B.V. -338, ,470 Result financial year 658, ,229 Equity capital as at 31 December 4,814,019 4,111,487 annual report

18 Long-term liabilities In 2009, to finance the acquisition of additional investments in Eureko B.V., a loan in the amount of 600 million was taken up with the Coöperatieve Raiffeisen-Boerenleenbank. This loan was fully repaid in September Following this repayment, the pledging right established on the investments in Eureko B.V. expired as of 8 November On 21 December 2010, Vereniging Achmea entered into a Term Loan Facilities Agreement with the Coöperatieve Raiffeisen-Boerenleenbank. On 31 December 2010, to finance the acquisition of 33,292,914 depository receipts for shares in Eureko B.V., 700 million was taken up, according to this agreement. This loan has a maximum term of ten years and the interest percentage is equal to the Euro Mid Swap Rate plus 3% points. The loan has no short-term repayment obligation. In addition, the agreement grants Vereniging Achmea the right to take up an additional 300 million. Movements in Coöperatieve Raiffeisen-Boerenleenbank loan x 1, Balance as at 1 January 600,000 - Funds taken up 700, ,000 Repayments -600,000 - Balance as at 31 December 700, ,000 Current liabilities Current liabilities have a term of less than three months. Current liabilities x 1, Current account with Achmea Holding N.V Deferred interest 2 3,933 The current account position with Achmea Holding N.V. was fully settled on 19 January The deferred interest relates to interest on liquid assets for the fourth quarter of ,246 annual report

19 Off-balance sheet liabilities Eureko shareholders Certain shareholders of Eureko B.V. have the right to offer the shares they hold to Vereniging Achmea of Eureko B.V., at the value current at the time of the offer. In 2005, an agreement was concluded with a third party, under which the Vereniging Achmea undertook to conclude a cash settled derivative transaction, if this third party acquired shares in Eureko B.V. from a number of Eureko B.V. shareholders. On the sale of these securities by this third party, the first 10% of the difference in value will be credited or charged to the Vereniging Achmea. On 31 December 2010, the maximum interest of Vereniging Achmea was 23 million (2009: 22 million). Eureko stock option plan In the past, Eureko operated a stock option plan for employees of Achmea Holding N.V. and the directors of Eureko B.V. Under this plan, the employees and directors had the right, at a predetermined price and within a specified period, to purchase depository receipts for shares in Eureko B.V. This right was coupled to the obligation to transfer the depository certificate to Vereniging Achmea within one year. Vereniging Achmea has a contingent liability to deliver depository receipts for shares. From 2009 onwards, no further options were issued to employees and directors. Achmea Schadeverzekeringen N.V. On the dissolution of Achmea Schadeverzekeringen N.V., certain policy holders of that company have rights in regard to Vereniging Achmea as defined in article 28 of the Articles of Vereniging Achmea. Achmea Pensioen- en Levensverzekeringen N.V. On the dissolution of Vereniging Achmea, certain policyholders of that company have rights as defined in article 29 of the Articles of Vereniging Achmea. Avéro Pensioenverzekeringen N.V. Vereniging Achmea has issued a conditional guarantee to Avéro Pensioenverzekeringen N.V. (AVPV), whereby Vereniging Achmea undertakes to fulfil the obligations of AVPV as regards the conditional stability of the value of certain AVPV insurance agreements, subject to a maximum of the equity as at 31 December 1997, reduced by dividend payments after 31 December Institutions operating in the field of public health Not otherwise specified institutions that belong to the Eureko Group, active in the Netherlands in the field of health, upon dissolution of Vereniging Achmea, or upon termination of these activities, have rights as defined in article 30 of the Articles of Vereniging Achmea. Stichting Achmea Slachtoffer en Samenleving On 12 March 2010, Vereniging Achmea issued a guarantee to cover the capital deficiency amounting to 1.5 million, of Stichting Achmea Slachtoffer en Samenleving. The guarantee has a validity of five years. On 31 December 2010, the equity of Stichting Achmea Slachtoffer en Samenleving amounted to -1.1 million (2009: -1.5 million). annual report

20 Merger De Friesland On 21 October 2010, Vereniging Achmea entered into a merger agreement with Coöperatie De Friesland U.A. and its associated companies. This merger is still subject to approval by the Netherlands Competition Authority. Following this approval and the actual merger, Vereniging Achmea will transfer the activities of De Friesland to Eureko B.V. Notes to the statement of income and expenditure Share in the result Eureko B.V. In 2010, Eureko B.V. achieved a result of 1,220 million (2009: 1,381 million). The share of Vereniging Achmea in this result was 673 million (2009: 762 million). Operating expenses The Board of Directors is supported by six staff (5.6 FTE) employed for Vereniging Achmea. All those involved are employed by Achmea Personeel B.V., a subsidiary of Eureko B.V. Achmea Personeel B.V. charges on the costs of these employees to Vereniging Achmea. Vereniging Achmea itself has no employees. Other expenses include expenses for accommodation, presentation and expenses for the history project. The remuneration of the Board of Directors and the Council of Members amounted to 450,000 (2009: 502,000) and 325,000 (2009: 321,000), respectively. Operating expenses x 1, Charged-on personnel expenses Remuneration members of the Board of Directors and Council of Members Contribution to Stichting Achmea Slachtoffer en Samenleving Audit and consultancy fees Costs for membership policy Other costs ,219 2,638 Tax Vereniging Achmea is liable for corporation tax. The tax receivable on the basis of fiscal losses from the past amounts to 77.8 million. Due to uncertainty concerning its realisation, this receivable amount has not been recorded in the balance sheet. annual report

21 Events following the balance sheet date Acquisition Eureko interest from Rabobank On 31 December 2010, Stichting Administratiekantoor Achmea entered into an agreement with the Coöperatieve Raiffeisen- Boerenleenbank for the transfer of 33,292,914 shares in Eureko. On 1 March 2011, De Nederlandsche Bank issued a certificate of no objection to the transfer of these shares. The shares were transferred to Vereniging Achmea on 2 March This transaction has been accounted for in the financial statements for 2010 because the transfer of economic property took place on 31 December Zeist, 11 March 2011 The Board of Directors of Vereniging Achmea Other information Profit appropriation The provisions governing the appropriation of profits are contained in article 24 (5) of the Articles of Vereniging Achmea and read as follows: the profit as disclosed in the financial statement shall be allocated to the reserves. In the balance sheet as at 31 December 2010, the result was added to the equity of Vereniging Achmea. annual report

22 Auditor s report by the independent accountant Auditor s report by the independent accountant We have audited the financial statements for 2010 of Vereniging Achmea established in Utrecht as contained in this report, which comprise the balance sheet as at 31 December 2010 and the profit and loss account for 2010 with notes, containing a summary of the principles employed for financial reporting and other notes. Responsibility of the Board of Directors The Board of Directors of the Vereniging is responsible for the preparation and fair representation of the financial statements in accordance with the principles chosen by the Vereniging for the valuation of assets and liabilities and the methods for determining the result as described in the financial statements under the heading Notes to the balance sheet and the statement of income and expenditure. The Board of Directors is also responsible for any internal control considered necessary by the Board to make preparations of the financial statements possible, free from material misstatements, whether due to fraud or error. Responsibility of the accountant Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch standards of auditing. This requires that we comply with the applicable ethical requirements and plan and perform our audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policy used and the reasonableness of accounting estimates made by the Board of Directors of the Association, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient to provide a basis for our audit opinion. annual report

23 Opinion concerning the financial statements In our opinion, the financial statements give a true and fair view of the size and composition of the assets of Vereniging Achmea as at 31 December 2010 and of the result for 2010 in accordance with the principles selected by the Vereniging for the valuation of the assets and liabilities and the methods for determining the result, as described in the financial statements under the heading Notes to the balance sheet and the statement of income and expenditure. Leeuwarden, 11 March 2011 signed P.J.T.A. van Kleef RA Ernst & Young Accountants LLP Design: Achmea Studio Vereniging Achmea Handelsweg NG Zeist Netherlands annual report