KAS BANK N.V. ANNUAL REPORT 2011

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1 KAS BANK N.V. ANNUAL REPORT 2011

2 FIVE YEARS IN FIGURES KAS BANK N.V. Consolidated, in millions of euros Equity attributable to equity holders of the bank Own funds Equity attributable to equity holders of the bank plus subordinated liabilities Total assets 5, , , , ,371.8 Income Net interest Net commission Trading/AFS investment income Other income Operational operating expenses Impairment losses Operating expenses Result for the period before tax Result for the period attributable to equity holders of the bank Figures per share of 1.00 nominal value (in euros) Net asset value after proposed dividend Basic earnings per share Dividend Share price, high Share price, low Share price, year-end Ratios Net return on average shareholders' equity (%) Efficiency ratio (excluding impairments) BIS ratio (average)* * The BIS ratio for 2007 is based on Basel I. The BIS ratios for are based on Basel II.

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4 ANNUAL REPORT 2011 The annual report and accounts have been prepared in the Dutch language. This document is a translation. Where differences arise between the English and Dutch texts, the latter takes precedence.

5 Profile of KAS BANK N.V. KAS BANK N.V. is the independent European specialist in securities services and risk control and reporting services for professional clients in the pensions and securities industry. KAS BANK pursues a pure play strategy, underlining the bank s absolute neutrality and independence. A low risk profile is integral to its services and is reflected in the quality of its balance sheet and its high solvency ratio. Our role as a specialist in securities custody, clearing and settlement is complemented by compliance services, risk control and management information. We view the market from our clients perspective. Outsourcing their administrative functions to KAS BANK enables our clients to focus primarily on their own core activities. Tailormade services and complete transparency are paramount: this is achieved by combining a proactive approach with advanced information technology and rigorous process control. Founded in 1806 and listed on the NYSE Euronext Amsterdam stock exchange, KAS BANK is a European institution with a strong international presence. KAS BANK has offices in Amsterdam, London and Wiesbaden and employs around 750 staff, representing over 35 nationalities.

6 Annual Report 2011 Contents Personal notes 4 Information for shareholders 7 Report of the Supervisory Board 11 Report of the Managing Board 20 Financial statements Consolidated income statement 39 Consolidated statement of comprehensive income 40 Consolidated balance sheet 41 Consolidated statement of changes in equity 42 Consolidated statement of cash flows 43 Accounting policies 44 Notes to the consolidated income statement 58 Notes to the consolidated balance sheet 62 Notes on off-balance-sheet commitments and contingent liabilities 76 Risk management 77 Segmentation 96 Share-based payments and related parties 98 Notes on the auditors fees 103 Company income statement 104 Company balance sheet 105 Notes to the company financial statements 106 Management declaration and signature 108 Other information Appropriation of result for Independent auditors report 111 Various reports and statements Report of Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar s office) 113 Report of Stichting Administratiekantoor Aandelen KAS BANK Effectenbewaarbedrijf (KDTC Registrar s Office) 115 Report of Stichting Administratiekantoor Aandelen KAS BANK Derivaten Clearing (KASDC Registrar s Office) 116 Corporate governance 118 3

7 Annual report 2011 Personal notes Situation as at 1 March 2012 Supervisory Board R. Smit (1950), chairman J.M.G. Frijns (1947), vice-chairman A.H. Lundqvist (1945) R.A.H. van der Meer (1949) R. Icke (1957) R. Teerlink (1961) R. Smit, chairman Current principal position General Manager of 5 Park Lane B.V. and Rope Consultancy B.V. Previous principal position Chief Financial Officer (CFO) of the Dutch division of ABN Amro N.V., Group Treasurer of ABN Amro Bank N.V. and Chief Executive Officer (CEO) of the German division of ABN Amro Bank Other positions Chief Financial Officer (CFO) Synerscope B.V. in Eindhoven; Beiratsmitglied FinanzDesk Krediet Management GmbH in Düsseldorf First appointed 2010 Current term of office expires 2014 J.M.G. Frijns, vice-chairman Current principal position Endowed Professor of Investment Theory at VU University, Amsterdam Previous principal position Chief Investment Officer and member of the Board of Governors of Pensioenfonds ABP Other positions Chairman of the Supervisory Board of FMO; member of the Supervisory Board of IMC International Marketmakers B.V. and Bouwinvest B.V.; member of the Board of Directors of JP Morgan Funds (Luxembourg); member of the Investment Committee of pension fund Zorg en Welzijn, pension fund Progress and pension fund Medische Specialisten; member of the Advisory Committee of Nauta Dutilh First appointed 2008 Current term of office expires 2012 A.H. Lundqvist Current principal position Chairman of the Board of Trustees of Stichting Surf Previous principal position CEO of IBM Nederland N.V.; Chairman of the Executive Board of Eindhoven University of Technology Other positions Chairman of the Supervisory Board of Generali Verzekeringsgroep N.V.; member of the Supervisory Board of Surfnet B.V., Surfdiensten B.V. and Surf SPS B.V.; chairman of UvA Holding BV; member of Stichting Preferente Aandelen ASML; chairman of the High Tech Systems Platform, Point One and Boegbeeld High Tech Systemen en Materialen branch organisation First appointed 2001 Current term of office expires

8 Annual Report 2011 R.A.H. van der Meer Current principal position Professor of Finance at Groningen University; General Manager of P&C B.V. and Lesuut Finance B.V. Previous principal position Member of the Executive Board of Fortis Other positions Chairman of the Supervisory Board of BNP Paribas Obam, Stadsherstel Den Haag N.V. and vice-chairman of Cório N.V.; member of the Supervisory Board of European Asset Trust N.V., J.P. Morgan (sicav) and Teslin Capital Management N.V.; deputy member of the Enterprise Section of the Amsterdam Court of Appeal First appointed 2005 Current term of office expires 2013 R. Icke Current principal position None Previous principal position Chief Executive Officer (CEO) of USG People N.V. Other positions Chairman of the Supervisory Board of Ormit Holding B.V., DPA Group N.V., orizon GmbH; Member of the Supervisory Board and chairman of the Audit Committee of Heijmans N.V.; member of the Supervisory Board of Kinderopvang Nederland B.V., VvAA Groep B.V. and Gropeco B.V.; member of the Supervisory Board of the Dutch Land Registry; member of the Investment Committee of the Project Holland Fund First appointed 2010 Current term of office expires 2014 R. Teerlink Current principal position Chief Administrative Officer of Royal Bank of Scotland Group plc Other positions None First appointed 2010 Current term of office expires 2014 The members of the Supervisory Board are Dutch nationals. Managing Board A.A. Röell (1959), chairman R.J. Kooijman (1961), Chief Financial Officer S.A.J. van Katwijk (1964) Managing Director KAS BANK UK branch L.G. Vis Managing Director Germany KAS Investment Servicing GmbH J. W. Sittmann, M.B.L. Chief Risk Officer K.H.J. Wulteputte 5

9 Annual Report 2011 Compliance Officer A. van Tijum Internal auditor J. Voskuilen Secretary to the Managing Board M.G.F.M.V. Janssen Senior management M.J.W.H. Janssen G.J. Kremer J.N.P. Laan J. W. Sittmann M. Schilstra M.A. van der Sluis M. van Weezenbeek K.H.J. Wulteputte 6

10 Annual Report 2011 Dear shareholder, Was the glass half empty or half full in 2011? The majority of the financial sector seems inclined to say half empty. And no wonder, since 2011 did not bring the economic and financial recovery many had hoped it would. KAS BANK prefers to see the glass half full however. In light of the economic and financial circumstances, KAS BANK once again held its own in Solvency and liquidity remained excellent and even grew further. Client satisfaction also rose, partly thanks to the introduction of some very innovative applications including a special app for the ipad. Unfortunately, profit did not keep pace with these positive developments and fell once again. The main reasons for this were the persistently low short-term interest rates and the much lower trading volumes as a result of the ongoing uncertainty on the financial markets. Despite this bleak climate, we remain focused on retaining our low risk profile and continue to base our management on long-term goals and results. An excellent example of our long-term vision is our partnership with the Deutsche WertpapierService Bank AG announced in The joint development of a retail securities platform for first the Dutch and then the European market will pave the way for a structural improvement of how the entire European securities industry is organised. Moreover this new platform will be established in Amsterdam. And that is certainly an excellent boost for the Dutch financial sector as a whole. There are more reasons why the glass is half full however. The euro crisis is teaching us once again that financial institutions only have the right to survive if they control their business model properly and make it entirely at the service of their clients, for example. Our pure play strategy, which dates from long before the credit crisis incidentally, responds well to the need for client-centred, comprehensible business models that offer added value and do not involve unnecessary risk. This strategy is increasingly recognised and valued among our most important client groups, namely institutional investors (pension funds, investment funds and insurers) on the one hand and banks and brokers on the other. This is expressed in the growing interest for KAS BANK's support in setting up the governance function at their companies, for instance. After all, clients, but all other stakeholders as well, must be able to unconditionally count on the fact that their interests are the primary motivation for the actions of bankers or pension fund managers. Only then will society's and the consumer's trust in the financial sector as a whole be restored. We are not alone in this view. Kofi Annan, Nobel Peace Prize winner and former secretary-general of the United Nations, emphasised during an event on pension fund governance organised by KAS BANK the importance of the Dutch pension sector in promoting 'good governance' in the countries and companies in which these pension funds invest. With a few caveats, therefore, the glass was definitely half full in No doubt there will be ample opportunities to once again top up the glass in In the meantime, true to tradition we thank our clients, employees and shareholders for their ongoing positive commitment to our bank, now 206 years old. An old and dear institution which looks forward full of life and full of confidence. Amsterdam, 1 March 2012 Albert Röell Chairman Managing Board KAS BANK N.V 7

11 Annual Report 2011 Information for shareholders Attendance at General Meetings of Shareholders in % of the issued capital was represented and entitled to vote at the annual General Meeting of Stockholders held on 28 April The shareholders and depositary receipt holders in attendance represented 37.2% of the voting capital. Stichting Administratiekantoor Aandelen KAS BANK ( KAS BANK Registrar s Office ), acting on behalf of holders of depositary receipts who did not attend the meeting in person, therefore represented 62.8% of the voting shares. All depositary receipt holders attending the meeting were automatically authorised to vote by KAS BANK Registrar s Office. Virtually all resolutions at the meeting were adopted unanimously. The result of the voting was published on the company website immediately after the meeting. Listing The ordinary shares have been listed on the Official Market of the stock exchange of NYSE Euronext Amsterdam N.V. in the form of depositary receipts for shares since KAS BANK is part of the Amsterdam Smallcap Index (AScX index) of NYSE Euronext. Dividend policy In accordance with the dividend policy discussed with the General Meeting of Shareholders, our target is to distribute 60-80% of the net result, where the profit permits and unless prevented by exceptional circumstances. It is proposed that a dividend of 0.50 per ordinary share be declared for An interim dividend of 0.33 per ordinary share already having been distributed, the final dividend will be The final dividend will be paid out in cash. 5% holdings The following institutions have given notification of holdings of 5% or more in KAS BANK pursuant to the Financial Supervision Act and the Decree on Disclosure of Control and Major Holdings in Listed Companies. - Delta Lloyd N.V. 12.2% - APG Algemene Pensioen Groep N.V. 8.8% - Delta Deelnemingen Fonds N.V. 8.6% - ING Groep N.V. 7.9% - All Capital Holding B.V. 5.3% - KAS BANK N.V. 5.1% Share price Movements in the (indexed) price of KAS BANK depositary receipts over the past ten years are compared with the AEX Index in the graph on the next page. 8

12 Annual Report 2011 During the past year, the price of KAS BANK shares has fallen by around 27% from (at year-end 2010) to 8.55 (at year-end 2011). The basic earnings per KAS BANK share in 2011 were 0.70 (2010: 1.27). The figures per KAS BANK ordinary share can be found in the Five years in figures summary. KAS BANK was given an A long-term rating and an A2 short-term rating by Standard & Poor s financial calendar 2 March announcement of 2011 figures - analysts' meeting 14 March publication of 2011 annual report - notice convening the Annual General Meeting of Shareholders 28 March registration date for the Annual General Meeting of Shareholders 25 April Annual General Meeting of Shareholders - interim information: first-quarter April ex-dividend quotation of KAS BANK N.V. depositary receipts 2 May record date for determination of dividend entitlement 4 May final dividend payable 30 August publication of 2012 interim figures - analysts' meeting 31 August ex-dividend quotation of KAS BANK N.V. depositary receipts 4 September record date for determination of dividend entitlement 13 September interim dividend payable 31 October interim information: third-quarter

13 Annual Report financial calendar 1 March announcement of 2012 figures - analysts' meeting 13 March publication of 2012 annual report - notice convening the Annual General Meeting of Shareholders 27 March registration date for the Annual General Meeting of Shareholders 24 April Annual General Meeting of Shareholders - interim information: first-quarter April ex-dividend quotation of KAS BANK N.V. depositary receipts 30 April record date for determination of dividend entitlement 3 May final dividend payable 29 August publication of 2013 interim figures - analysts' meeting 30 August ex-dividend quotation of KAS BANK N.V. depositary receipts 3 September record date for determination of dividend entitlement 5 September interim dividend payable 30 October interim information: third-quarter

14 Annual Report 2011 Report of the Supervisory Board To the General Meeting of Shareholders, We hereby present the annual report and financial statements for the 2011 financial year, as prepared by the Managing Board. The Supervisory Board discussed the 2011 financial statements with the Managing Board and the external auditor. The Supervisory Board agrees with this annual report, the financial statements and the report from the external auditor. We propose to the General Meeting of Shareholders that - the 2011 financial statements be adopted; - the 2011 dividend be set at 0.50 per ordinary share. An interim dividend of 0.33 per ordinary share already having been distributed for 2011, the final dividend, which will be payable in cash, will be The proposed dividend is consistent with the company's dividend policy; - the members of the Managing Board be discharged of liability for their management and the members of the Supervisory Board for their supervision in In this report, we inform you of the working method and activities of the Supervisory Board and its committees in 2011, how we have supervised the bank s policy and general course of affairs, and the remuneration policy for the members of the Managing Board. General 2011 was a difficult year for KAS BANK too; the cramp in the financial markets mid-year had repercussions for the volume of the business and, because of the lower share prices, for the height of the income. Sharply rising tensions prompted heightened attention for the bank's risk positions. The decision to maintain a low risk profile and the strengthening of the internal controls following the 2008 crisis paid off during this crisis. There were no substantial losses however. The Supervisory Board ensured it was frequently and extensively informed on the state of affairs via regular reports and oral updates. Below is a brief explanation of some of the important issues discussed in the Supervisory Board's meetings during the past year. Please see the relevant section further on in this report for the reports from the individual Supervisory Board committees. Important issues in 2011 Strategy The Supervisory Board discusses the calibration of the bank's strategy with the Managing Board during every meeting. The Managing Board sets down KAS BANK's strategic options in different scenarios, all of which were discussed in detail during the past year. These discussions explicitly focused on the impact of these scenarios on KAS BANK's most important stakeholders: the clients, employees and, last but not least, the capital providers and, in particular, the shareholders. The general conclusion was that the present strategy focused on independent growth in combination with efforts towards greater operational efficiency and a concentration on services that do not depend on scale is the right one in the current market conditions. The commercial developments in the bank's core markets (the Netherlands, Germany and the United Kingdom) were also regularly discussed in this context. The decision to focus the bank's commercial strategy on three key groups (pension funds in the Netherlands, the German institutional market and transaction management services), to offer more added-value services and to achieve a stronger client base, for example through further investigation of the possibilities of new acquisitions in Germany, is also very important. In combination, these choices offer good opportunities for KAS BANK to grow further on the Dutch, German, British and other European markets. This strategy does not rule out cooperation with other parties to increase operational 11

15 Annual Report 2011 efficiency and expansion of the client base and the assets in custody since these too can contribute to the company's development and profitability. dwpbank The Supervisory Board devoted a great deal of detailed attention to the proposed cooperation with dwpbank. A separate subcommittee, consisting of the Supervisory Board chairman and Supervisory Board members Icke and Teerlink, was created in order to properly guarantee the Supervisory Board's commitment and responsibility. The members meet once every two to three weeks and report on this discussion during the plenary meeting of the Supervisory Board. The Supervisory Board also meets periodically with the supervisory directors ( Aufsichtsrat ) of dwpbank since the Memorandum of Understanding was signed. The Supervisory Board feels that the proposed cooperation offers an excellent opportunity to achieve greater efficiency in processing, while profiting from dwpbank's size. The proposed transition of the operational departments to dwpbank will help structurally reduce the bank's operating expenses. This cooperation will also make it possible to increase KAS BANK's client base, market position and assets in custody. This is true both for the Dutch and European securities processing markets and for the German market for wholesale services to professional investors. The interests of all stakeholders were carefully considered. Cooperation with dwpbank will create significant future opportunities for all of the bank's stakeholders. Corporate social responsibility The Supervisory Board discussed KAS BANK's approach to corporate social responsibility with the Managing Board and reached the conclusion that the topic of good governance in particular ties in with the bank's strategy and position. The asset servicing products and services that the bank offers to pension funds help the pension fund board fulfil its administrative and social responsibilities. In this context KAS BANK organised a Governance Event in 2011 at which Kofi Annan was welcomed as guest speaker. Operations Operations were discussed in detail. The Supervisory Board believes that stable operations are crucial in the current market conditions. KAS BANK sends a clear message to the market with its low risk profile and strong solvency and liquidity. This is an important reason why market parties choose to work with KAS BANK. The ongoing financial unrest on the markets prompted close attention to collateral management both at the bank and at KAS BANK's clients. Composition of the Managing Board The Supervisory Board decided to reduce the company's Managing Board from four to three members. After Mr Blom's departure as member of the Managing Board in July 2011 the focal areas were redistributed among the various Managing Board members. The main reasons for reducing the number of Managing Board members were the size of the company and the strengthening of senior management during the past years. Strengthening the level immediately below the Managing Board meant more responsibilities could be situated lower in the organisation, thus simplifying control of the company. The Supervisory Board also expects this to have a positive effect on the company's innovative strength. The Supervisory Board and the Managing Board are very grateful to Mr Blom for his many years of dedication and his important contribution to KAS BANK's development and growth. Corporate culture Regulator the Nederlandsche Bank (DNB) started a single-item study into the role of conduct and culture in the decision-making at financial institutions. In DNB's opinion, conduct and culture largely determine the company's performance and these aspects are one of its supervisory priorities therefore. The study also yielded several 12

16 Annual Report 2011 action points for KAS BANK with regard to decision-making, internal communication and internal culture. It is important that the interests of all stakeholders involved are explicitly identified and weighed in important decision-making processes; this consideration process must also be documented. The Supervisory Board tightened this up for its own decision-making. The Supervisory Board will also supervise that conduct is in line with strategic goals set earlier. Furthermore, the Supervisory Board held talks with the works council and employees on the internal culture and internal communication. Risk appetite Every year the Supervisory Board discusses the policy concerning KAS BANK's risk appetite. This topic is addressed in an open discussion between the Supervisory Board, Managing Board and Chief Risk Officer. It was investigated whether there could be reasons for changing the low risk appetite. KAS BANK's dividend policy and capital policy were also examined in this context. Finally, how KAS BANK deals with the fact that risk changes over time was considered. The outcome of the discussion was the Supervisory Board's confirmation that a low risk profile continues to be appropriate for KAS BANK. The reasons for this have not changed. KAS BANK's low risk appetite is suitable in order to protect the bank's reputation, safeguard the continuity of the bank (even under stress), and guarantee the interests of all stakeholders of the bank, the majority of which (clients, shareholders, employees, regulators and other participants in the financial infrastructure) enter into a long-term relationship with KAS BANK. The low risk profile also has a clear signalling function in the market. Regulations for Sound Remuneration Policy The Supervisory Board discussed the Regulations for Sound Remuneration Policy with the Managing Board several times. The regulations focus on further management of the risks inherent in variable remuneration and apply to the whole banking sector. KAS BANK's remuneration policy was adjusted in line with the regulations. The Supervisory Board approved the revised remuneration policy. The Managing Board's remuneration will also be revised in line with the regulations where necessary. Research by DNB indicates that the regulations require further tightening up at most companies. A further specification of the remuneration policy will follow in the next few months therefore. In particular the threshold for application of the regulations must be adjusted and the determination of which employees belong to the 'identified staff' must be further substantiated. Specific requirements concerning variable remuneration apply for the identified staff. The material impact of the regulations on the total remuneration policy at KAS BANK is virtually zero. Because of its business model and corporate culture, variable remuneration at KAS BANK has never resulted in incentives with undesirable effect. The regulations do entail a great deal of extra work because of their level of detail and emphasis on formal procedures. Internal procedures must be adapted and there must be a framework in which formal account can be rendered. Permanent education The members of the Supervisory Board and Managing Board started an intensive permanent education programme in 2011, provided by a number of external experts. Senior management also made a number of presentations to the Supervisory Board during various meetings of the Supervisory Board and its committees. The Supervisory Board found that its members' knowledge of and involvement in the operations and related risks could be further deepened through permanent education. A programme for this will be started in 2012 (see below in the section headed Self-evaluation by the Supervisory Board'). 13

17 Annual Report 2011 Governance Composition and working method of the Supervisory Board The Supervisory Board consists of six members. See pages 4 and 5 of the annual report for the members' personal details. All members of the Supervisory Board are independent in the sense of the Dutch corporate governance code. Former members of the Managing Board cannot serve on the Supervisory Board. The members of the Supervisory Board receive no profit-related remuneration. None of the members of the Supervisory Board holds KAS BANK shares or options. At its meetings and outside, the Board focuses fully on its supervisory and advisory tasks. The allocation of duties and the working method of the Supervisory Board are set down in regulations which can be found on the company's website, under Investor Relations, Corporate Governance. The Supervisory Board has formed three committees: the Risk Management Supervision Committee, the Audit Committee, and the Appointments and Remuneration Committee. The task of these committees is to prepare for decision-making by the Supervisory Board. The composition and duties of these three committees are described further on in this report. The members of the Supervisory Board retire by rotation. None of the members of the Supervisory Board was due to retire by rotation in Supervisory Board member Frijns is due to retire by rotation in Supervisory Board members Lundqvist and Van der Meer are due to retire by rotation in The full rotation schedule can be found on the company s website. Profile The Supervisory Board has formulated a membership profile that defines its size and composition. The profile has been posted on the company s website. A properly constituted Supervisory Board should encompass knowledge of or experience or familiarity with IT, administrative organisation, national and international banking, securities and derivatives, social policy, national and international business, the workings of institutional investors and financial institutions, and the (European) securities industry. The diversity of the Supervisory Board is an important point for attention. If a vacancy arises on the Supervisory Board, this point will be a priority and a female candidate will explicitly be sought. Cooperation with the management The Supervisory Board was once again very involved in the company's business in The chairman of the Supervisory Board regularly has contact with the chairman of the Managing Board outside of meetings. Contact between the other Supervisory Board members and Managing Board members also intensified. Supervisory Board members regularly attended presentations by the Managing Board to the employees, the bank's seminars for its clients, and other formal and informal occasions. There is increasing contact with the senior management both inside and outside of meetings as well. The Supervisory Board will continue to talk with the bank's senior management on a structural basis, both in one-on-one talks and in group meetings, formally and informally. This gives a good picture of the governance within the bank and is also important in succession planning. Number of meetings The Supervisory Board met with the Managing Board six times in 2011 in accordance with the meeting schedule adopted. One meeting took place in Wiesbaden, during which KAS BANK's strategic developments in Germany were the focus. The Supervisory Board also met in the absence of the Managing Board on three occasions. The turnout at the meetings was 100%. Supervisory Board members twice participated in the Works Council's consultative meeting. 14

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