ASN Beleggingsinstellingen Beheer B.V. Annual Report 2011 to contents to appendix
Contents Report of the Management Board 3 Balance sheet as at 31 December 2011 5 Income statement for 2011 5 Notes to the 2011 financial statements 6 Notes to the balance sheet 8 Notes to the income statement 10 Other information 12 Independent auditor s report 13 Appendix: names and addresses 14 The original Financial Statements have been prepared in the Dutch language. This document is a version thereof translated into the English language. In case of differences between the English and the Dutch version the latter prevails 2 next
Report of the Management Board The object of ASN Beleggingsinstellingen Beheer B.V. (ABB) is to carry out the management and administration of one or more investment institutions. ABB, having its registered office in The Hague, the Netherlands, is a wholly owned subsidiary of ASN Bank N.V. in The Hague. ABB manages ASN Beleggingsfondsen N.V., ASN Groenprojectenfonds, the ASN-Novib Microcredit Fund and ASN Venture Capital Fonds N.V. and is the manager of the investment funds connected with these investment institutions. Development of the results 2011 was dominated by the euro crisis. Also, economic growth slowed and US public debt was a cause for great concern. Many investors lost confidence in the financial markets. On balance, the US stock exchanges were the best performers, while the exchanges in Europe and the emerging markets saw their stock prices plummet. The equity funds managed by ASN Beleggingsinstellingen Beheer B.V. ASN Duurzaam Aandelenfonds, ASN Milieu & Waterfonds and ASN Duurzaam Small & Midcapfonds all posted negative returns of -6.94%, -10.39% and -30.13%, respectively. The number of participating interests in the latter fund showed a limited increase in 2011. The bond markets faced great uncertainty about the reliability of the public debts of the eurozone peripherals Greece, Italy, Spain, Portugal and Ireland. Investors flocked to the government bonds of safe havens such as Germany and the Netherlands, lowering the yields to maturity on these instruments. ASN Duurzaam Obligatiefonds generated a 2.81% return. Its stake in equities yielded a -1.72% return for ASN Duurzaam Mixfonds. Despite the government phasing out the tax credit on investments for tax purposes, this fund still raised new money. This demonstrates investors continued interest in a fund whose small loans offer people in developing countries a chance for a better future. Conversely, many investors turned their backs on ASN Groenprojectenfonds, which closed the year with a 0.60% return. Driven by an outflow of cash from nearly all the funds and due to capital losses, total assets at the ASN Investment Funds fell by 81 million to 1,301 million in 2011 (-6%). In spite of the decrease of assets under management, income rose by 6.6% to 18.5 million as a result of a different allocation among the funds and, in particular, the growth of the ASN-Novib Microcredit Fund. Total expenditure increased by 4% to 13.0 million due to rising consultancy and auditors fees and the intensification of our marketing efforts compared to 2010. Net profit for the financial year 2011 amounted to 4.1 million, up 14.3% on 2010. Risks ASN Beleggingsinstellingen Beheer B.V. did not run any credit risks and ran hardly any liquidity and price risks in 2011. ASN Beleggingsinstellingen Beheer B.V. also did not avail itself of any financial instruments in 2011, except as stated in the notes. The results of the tax-based funds ASN Groenprojectenfonds and the ASN-Novib Microcredit Fund varied. The ASN-Novib Microcredit Fund generated a fine return of 4.92%. 3 next
Report of the Management Board Outlook We anticipate that ASN Bank s investment funds will return to growth in 2012, raising ABB s assets under management. Although new capital inflows are expected to be limited, we foresee a better year for the stock exchanges. This will allow ABB s assets under management to grow on balance. We are factoring in a continually great outflow from ASN Groenprojectenfonds triggered by the phase-out of part of the tax benefit for private investors. We are positive about the growth of the ASN-Novib Microcredit Fund. It is our expectation that this will again fuel strong growth in the number of participating interests of this fund. Although the interest rates on savings accounts are still high, we do expect them to fall. This will enhance people s interest in equity investment. Moreover, we have observed that sustainable investment is still attracting a great deal of attention, which will positively affect both the inflow into our funds and the results of the companies in which they invest. The Hague, 18 April 2012 ASN Beleggingsinstellingen Beheer B.V. B.J. Blom E.Ph. Goudswaard J.E. Jansen Managing Director Managing Director Managing Director ASN Bank N.V. ASN Bank N.V. 4 next
BALANCE SHEET as at 31 December 2011 In thousands of euros and before profit distribution INCOME STATEMENT FOR 2011 In thousands of euros Current assets 31 December 2011 31 December 2010 Accounts receivable 4.920 4.595 Bank balances 3.692 3.225 Total assets 8.612 7.820 Shareholders equlty Issued capital 41 41 Share premium reserve 91 91 Other reserves 195 194 Unappropriated profit 4.111 3.599 Total shareholders equit 4.437 3.925 Current liabilities 4.175 3.895 Total liabilities 8.612 7.820 Income 2011 2010 Management fees received 18.434 17.297 Interest income 50 38 Total income 18.484 17.335 Expenditure Fees paid 7.385 7.596 Costs passed on by ASN Bank 4.708 4.204 Other operating expenses 911 704 Total expenditure 13.003 12.504 Profit before tax 5.482 4.831 Tax 1.370 1.232 Net profit 4.112 3.599 5 next
Notes to the 2011 financial statements General The financial statements have been prepared in accordance with the statutory provisions of Book 2, Title 9 of the Dutch Civil Code and the Dutch Financial Supervision Act. Application of Book 2, Section 408 Dutch Civil Code The financial data of ASN Beleggingsinstellingen Beheer B.V. have been incorporated in the consolidated financial statements of SNS Bank N.V. Therefore, in preparing the interim financial statements, ASN Beleggingsinstellingen Beheer B.V. made use of the exemption offered in Book 2, Title 9, Section 408 Dutch Civil Code to not include a cash flow statement. Accounting policies for the valuation of assets and liabilities and for determining the result Unless stated otherwise, assets and liabilities are carried at face value. An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits will flow to the entity and the value of the asset can be reliably measured. A liability is disclosed in the balance sheet when it is expected to result in an outflow of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability. Income is recognised in the income statement when an increase in economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured with sufficient reliability. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability. If a transaction results in a transfer of all or virtually all future economic benefits and all or virtually all risks relating to an asset or liability have been transferred to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities cease to be included in the balance sheet as from the date that the conditions of probability of future economic benefits and of the reliability of value measurement are no longer met. Revenue and expenses are allocated to the period to which they relate. The financial statements are presented in euros, the company s functional currency. All financial information in euros has been rounded off to the nearest thousand. The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of accounting policies and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates. Estimates and underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised and in future periods for which the revision has consequences. Financial instruments ASN Beleggingsinstellingen Beheer B.V. did not run any credit risks and ran hardly any liquidity and price risks in 2011. ASN Beleggingsinstellingen Beheer B.V. also did not avail itself of any financial instruments in 2011, except as stated in the notes. Financial instruments comprise other receivables, cash, and other accounts payable. Financial instruments are measured at fair value upon initial recognition. If any instruments are not measured at fair value with value movements being taken to the income statement, any directly attributable transaction costs are part of the initial measurement. After initial recognition, financial instruments are measured in the manner described below. 6 next
Notes to the 2011 financial statements Tax Tax comprises any income tax and deferred tax due and deductible for the period under review. Tax is recognised in the income statement, except in so far as it relates to items that are recognised directly in equity. In that case, tax is included in equity. Tax that is due and deductible for the financial year is the tax that is expected to be paid on the taxable profit for the financial year, calculated on the basis of tax rates established on the reporting date or materially decided on the reporting date, as well as any adjustments to tax due in years. 7 next
Notes to the balance sheet Current assets Accounts recelvable In thousands of euros 31 December 2011 31 December 2010 Management fees receivable 4.740 4.585 Other receivables 161-20 Accrued interest on current account 19 30 4.920 4.595 The receivables fall due within one year. Bank balances In thousands of euros 31-12-2011 31-12-2010 Demand deposits 3.692 3.225 3.692 3.225 Shareholders equity Share Unappro- Issued premium Other priated Total In thousands of euros capital reserve reserve profit equity Balance as at 1 January 2010 41 91 2.587 2.723 5.442 Transfer of 2009 net profit - - 2.723-2.723-2010 net profit - - - 3.599 3.599 Dividend payment - - -5.116 - -5.116 Balance as at 31 December 2010 41 91 194 3.599 3.925 Share Unappro- Issued premium Other priated Total In thousands of euros capital reserve reserve profit equity Transfer of 2010 net profit - - 3.599-3.599-2011 net profit - - - 4.111 4.111 Dividend payment - - -3.599 - -3.599 Balance as at 31 December 2011 41 91 194 4.111 4.437 The authorised capital of 90,756 consists of two hundred shares of 453.78, ninety of which have been issued and paid up. Under the Dutch Financial Supervision Act, the manager must have a minimum amount of equity of 225,000. Current liabilities In thousands of euros 31 December 2011 31 December 2010 Corporate income tax 1.370 1.232 Asset management fees and administration costs 1.468 1.652 Costs passed on by ASN Bank 720 483 Other current liabilities 617 529 4.175 3.895 Corporate income tax: this involves the corporate income tax still to be paid for the 2011 financial year. Asset management fees and administration costs: this involves the fees for asset management and administration services performed in Q4 2011 yet to be paid to SNS Asset Management N.V. and third parties. Costs to be passed on: this involves passed-on costs for December 2011 yet to be paid to ASN Bank N.V. 8 next
Notes to the balance sheet Other current liabilities: In thousands of euros 31 December 2011 31 December 2010 Auditors fees yet to be paid 59 - Third-party distribution fees yet to be paid* 523 438 Consultancy fees yet to be paid 35 4 Other fees yet to be paid - 87 617 529 * ASN Beleggingsinstellingen Beheer B.V. pays a number of distribution partners a fee on the assets held by these partners customers in the ASN investment funds. 9 next
Notes to the income statement Income Management fees received In thousands of euros 2011 2010 ASN Duurzaam Aandelenfonds 3.821 3.708 ASN Duurzaam Obligatiefonds 1.249 1.134 ASN Duurzaam Mixfonds 1.429 1.485 ASN Milieu & Waterfonds 3.513 3.399 ASN Duurzaam Small & Midcapfonds 851 772 ASN Groenprojectenfonds 3.216 3.596 ASN-Novib Microkredietfonds 4.356 3.201 18.434 17.297 Interest income In thousands of euros 2011 2010 Interest on current account 50 38 Expenditure Fees paid In thousands of euros 2011 2010 Asset management 4.732 4.860 Administration services 579 928 Distribution fees 2.074 1.808 7.385 7.596 The entire administration of the investment institutions managed by ABB has been contracted out to SNS Asset Management N.V. (SAM) and ASN Bank N.V., but administration costs accrue only to SAM. The distribution fees are amounts paid or due to external parties or internal parties that are part of SNS REAAL N.V. This distribution fee is charged on the assets held by customers of these SNS REAAL N.V. divisions in the ASN funds. The amount of the fee is consistent with market practice. The turnover increase is mainly the result of the growth of the ASN-Novib Microcredit Fund. In 2011 administration costs fell to 579 thousand as a result of a 6.27% decrease of total net assets and a reduction of the administrative service fees. Costs passed on by ASN Bank N.V. In thousands of euros 2011 2010 Passed-on staff costs 793 824 Passed-on office costs and other expenses 1.193 1.038 Passed-on marketing costs 2.722 2.342 4.708 4.204 The increase in passed-on marketing costs is a direct consequence of further investment in brand recognition by means of corporate marketing campaigns launched by ASN Bank N.V. Other operating expenses In thousands of euros 2011 2010 Auditors fees 198 104 Other consultants 491 274 Other general expenditure 221 326 911 704 The audit fees relate to the financial statements 2011 of ABB and the funds managed by ABB ( 107,000), insufficient reserved audit fees for the audit of these financial statements as regards years ( 71,000), as well as the fees for the audit of various prospectuses of the funds managed by ABB ( 20,000). In 2011 the allocation of consultancy fees was improved, as a result of which part of the general expenditure was transferred to other consultants. The consultancy fees were up 100 thousand from 2010. 10 next
Notes to the income statement Tax Together with its parent company SNS Bank N.V., the company forms a tax entity for corporate income tax purposes. Income tax is calculated over the profit before tax recognised in the report, taking into account any tax-exempt profit components. According to the standard terms and conditions, ASN Beleggingsinstellingen Beheer B.V. is liable for tax to be paid by all companies included in the tax entity. Employees The company does not have any employees. Remuneration of the Management Board The company s Management Board does not receive any remuneration within the meaning of Book 2, Section 383 Dutch Civil Code that is charged to the company. Related parties Identities of related parties. Parties are considered to be related if one party can exercise control or significant influence over the other party in the decision-making process regarding financial or operating issues. Within the context of its ordinary operations, ASN Beleggingsinstellingen Beheer B.V. maintains several types of normal business relationships with related companies and parties at rates that are consistent with market practice, in particular in the areas of asset management, financial accounting and banking activities. Transactions with related parties Within the context of the investment institutions managed by ASN Beleggingsinstellingen Beheer B.V., the company has contracted out part of the asset management and administration of these investment institutions to SNS Asset Management N.V., a wholly owned subsidiary of SNS REAAL N.V. The agreement entered into with SNS Asset Management N.V. includes provisions governing performance levels, the mutual exchange of information, the (formal) term of notice and the fee. Transactions with related parties were effected at arm s length conditions. These transactions relate to the following: n Costs passed on by ASN Bank N.V. ( 4.7 million). n Management and administration fees paid to SNS Asset Management N.V. ( 1.4 million). n Management fees paid to ASN Bank N.V. in respect of the management of ASN Groenprojectenfonds loans ( 0.5 million). n Distribution fees paid to business units of SNS REAAL N.V. ( 1.1 million). Off-balance sheet liabilities Tax entity Together with its parent company SNS Bank N.V., the company forms a tax entity for corporate income tax purposes. According to the standard terms and conditions, each of the companies is liable for tax to be paid by all companies included in the tax entity. The Board members of ASN Beleggingsinstellingen Beheer B.V. also hold management positions at other SNS REAAL N.V. business units, to wit: n E.Ph. Goudswaard: member of the ASN Bank N.V. Management Board n J.E. Jansen: member of the ASN Bank N.V. Management Board n B.J. Blom: member of the company s Management Board, also Director of ASN Groenbank N.V., business unit of ASN Bank N.V., and Director of SNS Beleggingsfondsen Beheer B.V., business unit of SNS Bank N.V. in Utrecht. The Hague, 18 April 2012 ASN Beleggingsinstellingen Beheer B.V. B.J. Blom E.Ph. Goudswaard J.E. Jansen Managing Director Managing Director Managing Director ASN Bank N.V. ASN Bank N.V. 11 next
Other information Appropriation of profit Profit appropriation is provided for in Article 12 of the Articles of Association. This article reads as follows: 12.1. The company may only make distributions to the shareholders and any other parties entitled to the distributable profit to the extent that the company s shareholders equity exceeds the sum of its paid-up and called-up capital plus the reserves that must be maintained by law. 12.2. The profit evidenced by the income statement adopted by the general meeting of shareholders will be at the disposal of the general meeting of shareholders. 12.3. The company may only make interim distributions if the requirement of paragraph 1 is met and if prior approval has been obtained from the general meeting of shareholders. 12.4. No distribution will be made for the benefit of the company on shares in its capital acquired by the company and on shares for which the company holds depositary receipts. Appropriation account The profit for the financial year 2011 of 4.1 million is recognised as unappropriated profit as part of shareholders equity and will be distributed as dividend to the sole shareholder, ASN Bank N.V. Auditor s report The auditor s report is presented on the next page. 12 next
Independent auditor s report To the shareholder of ASN Beleggingsinstellingen Beheer B.V. Report on the financial statements We have audited the accompanying financial statements 2011 of ASN Beleggingsinstellingen Beheer B.V., The Hague, which comprise the balance sheet as at 31 December 2011, the income statement for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management s responsibility Management is responsible for the preparation and fair presentation of the financial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code and the Financial Supervision Act (Wet op het financieel toezicht). Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility 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 on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 judgment, 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 auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the financial position of ASN Beleggingsinstellingen Beheer B.V. as at 31 December 2011 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code and the Financial Supervision Act. Report on other legal and regulatory requirements Pursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and if the information as required under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Netherlands Civil Code. Utrecht, 18 April 2012 KPMG ACCOUNTANTS N.V. W.L.L. Paulissen RA 13 next
Appendix: names and addresses Management Board of ASN Beleggingsinstellingen Beheer B.V. Bas-Jan Blom and Management Board of ASN Bank: Ewoud Goudswaard Jeroen Jansen Address Alexanderstraat 28 2514 JM Den Haag telephone 070 356 93 33 fax 070 361 79 48 ASN Bank Postbus 30502 2500 GM Den Haag telephone 070 356 93 33 fax 070 361 79 48 Accountant KPMG Accountants N.V. Rijnzathe 14 3454 PV De Meern 14