Docstoc

annualreport2008

Document Sample
annualreport2008 Powered By Docstoc
					                           Vereniging Achmea Annual Report 2008




VERENIGING ACHMEA

  Established in Utrecht



ANNUAL REPORT 2008




      12 March 2009




      Page 1
                                                             Vereniging Achmea Annual Report 2008

CONTENTS


                                                              Page

   Report of the Board of Directors                            2
   Report of the Council of Members                            4
   Composition of the Council of Members                       6
   Composition of the Board of Directors and the Executive     8
   Management



Financial statements

   Balance sheet                                               9
   Statement of income and expenditure                        10
   Notes to the balance sheet and statement of income and     11
   expenditure
   Off-balance sheet liabilities                              15
   Notes to the statement of income and expenditure           17



Other information

   Profit appropriation                                       18
   Auditor’s report




                                         Page 2
                                                                         Vereniging Achmea Annual Report 2008


REPORT OF THE BOARD OF DIRECTORS


Objects of Vereniging Achmea pursuant to the Articles
The object of the Vereniging is:
   to do everything in its power to safeguard the continuity of the Achmea Group and its
   associated limited liability company, Eureko B.V., having its registered office in Amsterdam,
   and their respective group companies. According to these Articles, the Achmea Group means
   all of (1) the Vereniging, (2) the legal entities associated in a group with the Vereniging, (3) the
   aforementioned Eureko B.V., (4) the legal entities associated in a group with Eureko B.V., and
   (5) the mutual insurance societies which are members of the Vereniging;
   to promote the interests of persons who have concluded an insurance agreement with a
   member of the Achmea Group;
   to promote the interests of the members of the Vereniging;
   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 with or conducive to the foregoing.


Constituent bodies of Vereniging Achmea
Vereniging Achmea is the largest shareholder in Eureko B.V. via the Stichting Administratie-
Kantoor Achmea. The constituent bodies of Vereniging Achmea are the Meeting of Members, the
Council of Members and the Board of Directors of the Vereniging.

Board meetings
The Board of Directors of Vereniging Achmea met four times during the year under review.
Subjects considered included the 2007 financial statements of Vereniging Achmea and of Eureko
B.V., the financial developments, the development of Eureko, the collaboration with Rabobank, the
proceedings against the Polish State regarding PZU, the activities abroad, the Eureko capital
injection and the associated credit facility to be agreed.

Changes in the composition of the Board of Directors
As a result of agreements made at the time of the merger with Agis, Messrs R.G. Boekhoven and
J.F. Buurmeijer assumed their duties as members of the Board of Directors on 1 January 2008.

In the year under review, the terms of office of Messrs J. Jardim Gonçalves, jhr. J.P.E. Teding van
Berkhout, G.J. Swalef, J. de Veer, A.H.C.M. Walravens, H. Wiegel, P. Wijnmaalen and B.Y.
Yntema ended under the periodic rotation scheme.
Messrs Jardim Gonçalves and De Veer have indicated that they no longer wish to be considered
for reappointment.
The other members were reappointed by the Council of Members on 2 April 2008.

At the request of the Pesidium Mr J. de Veer continued in office as advisor to the Board of
Directors during the year 2008. At the end of the meeting of the Board of Directors on 11
December 2008 Mr De Veer resigned as advisor thus terminating his activities for Vereniging
Achmea and concluding a period of more than 35 years of administrative responsibilities in behalf
of Vereniging Achmea and its legal predecessors. Vereniging Achmea is grateful to Mr De Veer for
the exceptional contribution he has in the process of forming the Group.




                                             Page 3
                                                                     Vereniging Achmea Annual Report 2008

Vereniging Achmea is also grateful to Mr Jardim Gonçalves for his substantial administrative
contribution.

On 12 August 2008, Mr J. Ruiter was appointed by the Executive Board of Rabobank Nederland as
observer on behalf of Rabobank on the Board of Directors of Vereniging Achmea, succeeding Mr
D. Duijzer who had to give up his position of observer on grounds of assuming duties in the
Rabobank organisation.

On 19 September 2008, Mr P.F.M. Overmars was appointed deputy chairman of the Board of
Directors of Vereniging Achmea.

Executive Management
In accordance with the provisions of Article 23.1 of the Articles, the members of the Executive
Management of the Vereniging are appointed by the Board of Directors. The Board of Directors
has decided not to fill the position of executive director for the time being.




                                          Page 4
                                                                        Vereniging Achmea Annual Report 2008

REPORT OF THE COUNCIL OF MEMBERS

Council of Members
The Council of Members represents the members of Vereniging Achmea and reflects the clientele
of the companies structured under Achmea Holding N.V., of Eureko B.V. and other associated
institutions.

The Council of Members met two times in 2008.
Subjects discussed and decided on included the approval of the financial 2007 statements of
Vereniging Achmea, the cooperation between Eureko and Rabobank, the membership policy and
the issue of Eureko shares.

On 11 June 2008, an information meeting was held for members of the Council of Members and
the Board of Directors. The meeting was hosted by Agis Zorgverzekeraar in Zoetermeer. The
programme contained introductions on the development in the Pension business, on the human
resources policy, including Achmea’s diversity policy, and on the activities in the area of micro
insurance.

Meeting of Members
At the Meeting of Members the members of Vereniging Achmea appoint the members of the
Council of Members. In the year under review, the Meeting of Members of Vereniging Achmea
convened once.

In the year under review, the terms of office of Ms E.J.M. Verhoeven-van Boxtel and Mr R. van
Vliet as representatives of the legal entities ended under the periodic rotation scheme.
The terms of office of Mmes M.A.M. Agterberg, N. Schuylenburg and J.J. van der Waaij and
Messrs J.C. Dwarswaard, J. Essing, R.F. van Esveld, W.R. van der Kwast, P. de Lange, D.J. van
der Leij, A. Meij, C.J. Moolenburg, R.H. Roggema, E. Rottink, W. Rumph, L. Schouten, M. Sol,
B.J.C.J. Terstegge, H.H. de Vries, W.A. van Vugt, E.J. Westra, T.F. Wiltjer, J. Witvoet and J.
Wolthuis ended as natural persons.

Mr J.H. Krabbenbos has announced his decision to give up membership of the Council of
Members for reasons of health.

The other members of the Council of Members were reappointed by the Council of Members on 2
April 2008.

Changes to the composition of the Council of Members
As a result of the agreements made at the time of the merger with Agis, Mmes M. Bakker-Snoeij,
S. Hannou-El Idrissi, A. Lindeboom-Jager, J.W. van Velden and C.M.S. Visser and Mr A.B.J. Zuure
have been nominated for appointment at the meeting of Members of 2 April 2008, and have
subsequently been appointed as members of the Council of Members, effective 1 January 2008.

Also Mr J. Volkers, member of the Board of Directors of Deloitte Touche Tohmatsu was appointed
on 2 April 2008 as successor, on behalf of the said legal entity, to Mr P. Hoogendoorn who had
retired as of 1 June 2007.

As part of the finalisation of the relevant agreements at the time of the merger with Interpolis, Mr
K.B. van Popta, director of Finance and Internal Affairs of MKB-Nederland was appointed as a
member of the Council of Members, also with effect from 2 April 2008.



                                            Page 5
                                                                      Vereniging Achmea Annual Report 2008



A further appointment as a member of the Council of Members was that of Mr J.J. Meerman,
chairman of the sector organisation Mitex, also with effect from 2 April 2008.

Member information
On 2 May 2008 Mr J.H. Krabbenbos died at the age of 55 years.
Mr Krabbenbos had been a member of the Council of Members from 4 April 1996, initially
representing the legal entity Coberco, later on Friesland Foods. In 2004 he faced a serious illness
which soon made it impossible for him to continue his duties. This prompted Mr Krabbenbos to
renounce his reappointment to the Council of Members in the year under review.

In the course of the month of June 2008 Mr P. de Lange died quite suddenly, at the age of 65
years.
Mr De Lange was a member of the Board of Stichting Levob. As part of the merger with Stichting
Levob and the relevant agreements Mr De Lange joined the Council of Members of Vereniging
Achmea in the spring of 2004.

On 22 October 2008 Mr A.B.J. Zuure died, also quite suddenly, at the age of 61 years.
Mr Zuure was appointed at the Meeting of Members of 2 April 2008 as a member of the Council of
Members together with five colleagues from the Agis insurance board.

On 13 November 2008, at the age of 66 years, Mr R.H. Roggema died of the consequences of a
serious illness, which had become manifest in the summer of 2008. Mr Roggema had been a
member of the Council of Members of Vereniging Achmea and its legal predecessors from 1992.

Vereniging Achmea had to say farewell to four prominent members of the Council of Members.
The Vereniging is grateful to Messrs Krabbenbos, De Lange, Zuure en Roggema who will be
remembered with great respect.




                                           Page 6
                                                                       Vereniging Achmea Annual Report 2008

COMPOSITION OF THE COUNCIL OF MEMBERS
As at 31 December 2008

Mutual insurance societies, members of Vereniging Achmea:
   Onderlinge Waarborgmaatschappij                      L.C. Giebels
   Molest-Risico W.A., Amsterdam

Legal entities:
   Koninklijke Verbond van Grafische Ondernemingen,         F.J. Bakkes,
   Amstelveen                                               Director
   Corporate Express N.V.,                                  C. Bangma
   Amsterdam                                                Director of Corporate Finance & Group
                                                            Treasurer
   RSDB Holding,                                            R. van den Berg
   Hilversum                                                Director of Human Resources
   VEA, Nederlandse Vereniging van Communicatie-            F.F. Blanchard,
   Adviesbureaus,                                           Director
   Amsterdam
   UN Foods Unilever,                                       L. Boogaard
   Rotterdam                                                National HR Director / HR Director
   TBG Europe N.V.,                                         Ms C.E.M. Carlier,
   Amstelveen                                               Legal Counsel
   Stichting Pensioenfonds Horeca en Catering, Zoetermeer   G.B.J. Dommering
                                                            Chairman
   Algemene Bond Uitzendondernemingen,                      A. van der Gaag
   Badhoevedorp                                             Director
   Solvay Pharmaceuticals,                                  H.J.M. Hanstede,
   Weesp                                                    General manager
   Corus Group,                                             G.J. Haveman
   IJmuiden                                                 Director of Human Resources
   Erasmus Universiteit,                                    G. Hoogsteder,
   Rotterdam                                                Director of P&O
   N.V. Nuon,                                               C.J. van der Horst,
   Amsterdam                                                Advisor to the Executive Board
   Thieme Grafimedia Groep,                                 M. van der Kallen,
   Delft                                                    General manager
   Vereniging Koninklijke Metaalunie,                       H. Keijer,
   Nieuwegein                                               Director
   KLM,                                                     W.E. Kooijman,
   Luchthaven Schiphol                                      Director of P&O
   Maxeda BV,                                               J.P. Kranendonk
   Amsterdam                                                Corporate Director of HR
   Randstad Groep Nederland B.V.,                           S. de Leeuw
   Amsterdam                                                Director of Human Resources Legal Affairs
   Mitex,                                                   J.J. Meerman
   Doorn                                                    Chairman
   DSM Nederland B.V.,                                      J.W. Menkveld
   Geleen                                                   Manager of Human Resources
   NV Nederlandse Spoorwegen,                               M. Niggebrugge,
   Utrecht                                                  Director of Finance
   WE International B.V.,                                   G. van Noord,
   Utrecht                                                  Finance director
   Campina B.V.,                                            A.J. Ooyen
   Zaltbommel                                               Corporate Director of Human Resources
   MKB Nederland,                                           K.B. van Popta




                                           Page 7
                                                                        Vereniging Achmea Annual Report 2008

   Delft                                                   Director of Finance and Internal Affairs
   Vereniging VACO,                                        R.J.L. Spuijbroek
   Leiden                                                  General secretary
   TNO Bedrijven B.V.,                                     N. Suesan
   Delft                                                   Director
   Jos van Boxtel Lease B.V.,                              Ms E.J.M. Verhoeven-van Boxtel,
   Middelrode                                              Director
   Pensioenfonds Metalektro,                               R. van Vliet
   Schiphol Zuidoost                                       Chairman
   Deloitte Touche Tohmatsu,                               J. Volkers
   Leeuwarden                                              Member of the Executive Board
   Miele Nederland B.V.,                                   E.R. van der Wolde,
   Vianen                                                  General manager
   Connexxion Holding N.V.,                                P.P. Witte
   Hilversum                                               Director of HRM

Natural persons:
Ms M.A.M. Agterberg                                         W.R. van der Kwast
C.J.M. van Arendonk                                         D.J. van der Leij
J.C.J. Asselbergs                                           Ms A. Lindeboom-Jager
L. Atsma                                                    A. Meij
Ms M. Bakker-Snoeij                                         R.J. Moeke
E.G.J. Beltman                                              C.J. Moolenburgh
A. den Bleker                                               Ms C.H. Oudijk
Ms J.L.A. Boogerd-Quaak                                     A.C. van Pelt
J. Bosma                                                    A. Regeer
H. Bouhuys                                                  Ms G.Z. Reinds-Vos
M.A.E. Calon                                                J.H.M. Robben
G. Cnossen                                                  E. Rottink
J.J. Dée                                                    W. Rumph
K. Dijk                                                     L. Schouten
K. Dijkstra                                                 Ms N. Schuylenburg
P.T.W. van Duinen                                           M. Sol
J. van Duyvenbode                                           G.L. Sporre
J.C. Dwarswaard                                             B.J.C.J. Terstegge
A. van den Ende                                             Ms R. van Twisk-Havik
G. Esselink                                                 Ms J.W. Van Velden
J. Essing                                                   Ms. C.M.S. Visser
R.F. van Esveld                                             H.H. de Vries
L. de Graaff                                                W.A. van Vugt
Ms S. Hannou-El Idrissi                                     H.Th.J. Vulto
Tj. Hepkema                                                 Ms J.J. van der Waaij
P.E. Jansen                                                 E.J. Westra
H.J. Keetell                                                C.J. Willems
J.H. Klinkenberg                                            T.F. Wiltjer
J.Th.G.M. Koolen                                            J. Witvoet
A.W.A. Kuijpers                                             J. Wolthuis


On 31 December 2008, there were 9 vacancies on the Council of Members




                                           Page 8
                                                     Vereniging Achmea Annual Report 2008

COMPOSITION OF THE BOARD OF DIRECTORS AND THE EXECUTIVE
MANAGEMENT
At 31 December 2008


Board of Directors of Vereniging Achmea:

G.J. Swalef (chairman)
A.H.C.M. Walravens (deputy chairman)
P.F.M. Overmars (deputy chairman)

Ms M.S.C. Mous
W.H. Bakker
H.J. Bierma
B. Bijvoet (observer)
R.G. Boekhoven
H.A.D. van den Boogaard
J.F. Buurmeijer
I.A. van de Graaff
S. Kloosterman
T.J. Koek
E.A.J. van de Merwe
F. Moerman
A.J. Mulder
A. Ooms
L.G.L.M. Poell
J. Ruiter (observer)
Th.J. Schooneman
H.J. Slijkhuis
H.J. Snijders
Jhr. J.P.E. Teding van Berkhout
M. Tielen (observer)
B.J. van der Weg
H. Wiegel
P. Wijnmaalen
B.Y. Yntema



Executive Management
Vacancy


Secretariat
J.P. Rompa (general secretary)
Ms A.R.M. Wychgel-Slagmulder (deputy secretary)




                                            Page 9
                                                   Vereniging Achmea Annual Report 2008

FINANCIAL STATEMENTS


BALANCE SHEET AT 31 DECEMBER 2008
(after profit appropriation)


(EUR million)                            Note   2008                         2007


Assets

Investments in associated companies       (1)   3,148,7                    4,856.1

Receivables                               (2)          0.1                     12.3

Securities                                (3)          0.4                      0.6

Liquid assets                             (4)      65.0                        52.9

                                                3,214.2                    4,921.9




Liabilities


Reserves                                  (5)   3,213.8                    4,921.1

Current liabilities                       (6)          0.4                      0.8

                                                3,214.2                    4,921.9




                                      Page 10
                                                     Vereniging Achmea Annual Report 2008

FINANCIAL STATEMENTS


STATEMENT OF INCOME AND EXPENDITURE 2008



(EUR million)                                Note    2008                     2007


Income

Income from associated companies             (7)    (1,153.9)                  532.3

Interest                                     (8)        2,4                       1.9


Expenses

Operating expenses                           (9)        (2.8)                    (2.2)



Profit/loss before taxation                         (1,154.3)                  532.0

Tax                                          (10)                                 -

Profit/loss after taxation                          (1,154.3)                  532.0




                                   Page 11
                                                                        Vereniging Achmea Annual Report 2008

FINANCIAL STATEMENTS


NOTES TO THE BALANCE SHEET AND STATEMENT OF INCOME AND
EXPENDITURE


GENERAL

Unless otherwise stated, all amounts in the financial statements are in millions of euros.

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.

Unless otherwise stated, the assets and liabilities are stated at their nominal value.

Gains and losses arising from operations over the financial year are recorded in the statement of
income and expenditure, to the exception of items that are recognised directly in equity.


INVESTMENTS IN ASSOCIATED COMPANIES

Investments in associated companies are stated at their net asset value, in accordance with the
accounting policies of 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 included under the financial fixed assets, assessed in accordance with the methods for
determining the results of the companies concerned. The result is calculated taking account of the
weighted interest within the financial year.




                                            Page 12
                                                                        Vereniging Achmea Annual Report 2008

NOTES TO THE BALANCE SHEET


1. INVESTMENTS IN ASSOCIATED COMPANIES
On 31 December 2008, Vereniging Achmea held 181,658,379 (31 December 2007: 175,764,978)
depositary receipts for ordinary shares in Eureko B.V.

Following on from the distribution of stock dividend, in May 2008 5,889,591 depositary receipts for
shares were received.

On account of the Eureko/Achmea stock option plan, in 2008 583 (for 2007: 3,810) depositary
receipts for shares were provided to employees of Achmea Holding N.V. and companies structured
under Achmea Holding, Achmea Personeel B.V. and Eureko B.V. The relevant depositary receipts
for shares will be repurchased in 2009. These transactions are accounted for as purchase and sale
in the financial statements under Movements in the Eureko/Achmea stock option plan.

The total shareholding represents 54.48% (2007: 55.37%) of the ordinary voting shares. In
addition, Vereniging Achmea owns one A share, also in the form of a depositary receipt. This share
entitles Vereniging Achmea to block certain resolutions by the general meeting of shareholders.

The depositary receipts for shares have been issued by Stichting Administratie-Kantoor Achmea
(STAK). Article 12 of the Trust Conditions stipulates that STAK shall exercise all the rights attached
to the shares, such as voting and preferential subscription rights.

Article 13 of the Trust Conditions stipulates that the dividend received on the shares in Eureko B.V.
shall be made available immediately to the holders of depositary receipts. Article 7 of the STAK
Articles states that the directors of STAK shall be appointed by Vereniging Achmea, whether or not
from among its members. The Board of Directors of Vereniging Achmea also has power to dismiss
any director which it has appointed.


Movements in the Investments in associated companies account:

                                                                      2008                        2007
Balance at 1 January                                                4,856.1                    4,233.3
Increase in shareholding                                             247.8                      579.4

Movements in the Eureko/Achmea stock option plan                       0.2                          (0.2)
Goodwill write-off                                                                              (143.5)
Share in result                                                     (1,153.9)                     532.3
Dividend (stock) received from Eureko                                (247.8)                     (178.1)

Other movements in the Equity of Eureko B.V.
Revaluation of investments                                (374.3)                  (429.0)
Other movements                                          (179.4)                   261.9
Movements in associated companies                                    (553.7)                    (167.1)




                                           Page 13
                                                                     Vereniging Achmea Annual Report 2008

Balance at 31 December                                          3,148.7                    4,856.1


The expansion of the shareholding arose from the grant of stock dividend.


2. RECEIVABLES                                                   2008                           2007

Other receivables                                                    0.1                        12.3

Balance at 31 December                                               0.1                       12.3




3. SECURITIES                                                   2008                            2007

Investment funds                                                    0.4                            0.6

Balance at 31 December                                              0.4                            0.6

The investment funds concern units in Levob in-house funds and have been marked to market.


4. LIQUID ASSETS                                                2008                            2007

Deposits                                                          62.3                            50.2
Bank balances                                                      2.7                             2.7

Balance at 31 December                                            65.0                           52.9

The remaining term of the outstanding deposits is less than three months.
The bank balances are at the disposal of the Vereniging.


5. RESERVES                                                     2008                           2007

Balance at 1 January                                           4,921.1                        4,269.1
Acquisition on account of merger with Agis                          -                           430.0
Movements in associated companies                               (553,7)                        (167.1)
Undistributed result                                          (1,154.3)                         532.0
Goodwill                                                            -                          (143.5)
Other movements                                                    0.7                            0.6

Balance at 31 December                                         3,213.8                       4,921.1




                                         Page 14
                                                                            Vereniging Achmea Annual Report 2008




Other movements include the final settlement of the acquisition of Agis in 2007.



6. CURRENT LIABILITIES                                               2008                             2007



Current account with Achmea Holding N.V.                                0.3                               0.3
Other liabilities                                                       0.1                               0.5
Balance at 31 December                                                0.4                                 0.8




OFF-BALANCE SHEET LIABILITIES

Eureko

Under the merger agreement concerning Eureko B.V. it was agreed between Eureko B.V.,
Vereniging Achmea and BCP, on the one hand, and Gothaer (formerly Parion), LF Group and
Swiss Mobiliar, on the other, that the latter have the right to offer the shares they hold in Eureko
B.V. to the former at the value current at the time of the offer, should they wish to do so, if the
flotation of Eureko B.V. does not take place before 1 January 2003.

In 2006 it was decided that BCP is no longer a party to the implementation of this merger
agreement.

The maximum total contractual value of Eureko shares to be purchased, i.e. if, at year-end 2008,
all holders of options were to use their right to sell their shares in Eureko to Vereniging Achmea,
amounts to nil euro. At the end of 2007, the corresponding amount was € 110 million.

In 2005, an agreement was concluded with a third party, under which the Vereniging undertakes to
conclude a cash settled derivative transaction, if this third party acquires shares or depositary
receipts for shares in Eureko B.V. under agreements with a number of Eureko B.V. minority
shareholders.

On the sale of these securities by this third party, the first 10% of the difference in value is credited
or charged to the Vereniging. At the end of 2008, the maximum interest for the Vereniging is
approximately € 22 million (year-end 2007: approx. EUR 27 million).




                                             Page 15
                                                                       Vereniging Achmea Annual Report 2008

Stock option plan

Under the Eureko/Achmea Stock Option Plan for the employees of Achmea Holding N.V. and
companies structured under Achmea Holding, Achmea Personeel B.V. and Eureko B.V.,
Vereniging Achmea has a contingent liability to deliver depositary receipts for shares in Eureko
B.V. to these employees, with an associated repurchase obligation. The costs of the Achmea
Stock Option Plan are recognised in the accounts of Achmea Holding N.V. and Eureko B.V.,
respectively. In 2008, 583 depositary receipts for shares were provided to employees, with a
repurchase being scheduled in 2009.
In 2007, 3,810 depositary receipts for shares were provided to employees, with repurchase being
effected in 2008


Achmea

On the dissolution of Achmea Schadeverzekeringen N.V., some of that company’s policyholders
have rights in regard to Vereniging Achmea as defined in Article 27 of the Articles of Vereniging
Achmea.

On the dissolution of Vereniging Achmea, certain policyholders of Avéro Pensioenverzekeringen
N.V. and Achmea Pensioen- en Levensverzekeringen N.V. have rights as defined in Article 28 of
the Articles of Vereniging Achmea.

On the dissolution of Vereniging Achmea or the termination of the health activities, unspecified
institutions operating in the sphere of public health have rights as defined in Article 29 of the
Articles of Vereniging Achmea.

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 of AVPV as at 31 December 1997, reduced by dividend payments after 31 December
1997.

PZU

PZU is a Polish associated company of Eureko B.V.

In 2006, the Vereniging took legal steps in Poland to safeguard its position against the Polish
State, and in the Netherlands proceedings were instituted against the Polish State. The rationale
for the proceedings is that the value of the Eureko shares would have been higher if the Polish
State has fulfilled its obligations under the agreements with Eureko. In the process of the
competence incident under the procedure the parties involved have exchanged written documents
several times. As well as Vereniging Achmea, Stichting Administratie-Kantoor Achmea and several
other Eureko shareholders are taking joint action as claimants.

On 2 July 2008, the Utrecht District Court gave judgment in this case by deciding in favour of the
Polish State, which defended itself with the argument that the District Court is not competent to
take cognisance of the claims.

Op 8 November 2008, the Vereniging appealed against the judgment to the Arnhem District Court.
A decision on the appeal is expected in 2010.



                                           Page 16
                                                                   Vereniging Achmea Annual Report 2008



Stichting Achmea Slachtoffer en Samenleving

Vereniging Achmea has issued a guarantee to cover the capital deficiency of Stichting Achmea
Slachtoffer en Samenleving as at 31 December 2008 subject to a maximum of € 1 million. The
guarantee has a validity of five years.




                                         Page 17
                                                                        Vereniging Achmea Annual Report 2008

NOTES TO THE STATEMENT OF INCOME AND EXPENDITURE


7. INCOME FROM ASSOCIATED COMPANIES

This item records the share of Vereniging Achmea in the profit or loss of Eureko B.V.


8. INTEREST

This concerns the interest on the other financial fixed assets and the liquid assets.



9. OPERATING EXPENSES

                                                               2008                          2007

Personnel costs                                                  1.5                           1.4
Audit and consultancy fees                                       0.1                             -
Contribution to Stichting Achmea Slachtoffer en                  0.5                           0.5
Samenleving
Other                                                            0.7                           0.3

                                                                 2.8                           2.2


The Board of Directors and the Executive Management are supported by 4.8 FTEs (2007: 4.8
FTEs). All of those involved are employed by Achmea Personeel B.V. The personnel expenses
are charged on.

The remuneration of the Board of Directors and the Council of Members amounted to EUR 0.5
million (2007: EUR 0.5 million) and EUR 0.4 million (2007: EUR 0.3 million), respectively.

The higher amount for 2008 shown under Other concerns the expenses arising from the
occupation of new premises, and relate to rent and furnishings.


10. TAX

Vereniging Achmea is liable for corporation tax.
No value has been attached to the tax credit on account of tax losses.




Zeist, 12 March 2009


Board of Directors of Vereniging Achmea



                                           Page 18
                                                                        Vereniging Achmea Annual Report 2008




14. OTHER INFORMATION


Profit appropriation

The provisions governing the appropriation of profit are contained in Article 24 (5) of the Articles of
Vereniging Achmea and read as follows: “the profit as disclosed in the financial statements shall be
allocated to the reserves.” In these financial statements the result has been withdrawn from the
reserves of Vereniging Achmea.



15. POST BALANCE SHEET EVENTS

On 1 April 2009, a loan agreement will take effect between Vereniging Achmea and Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A. amounting to € 600 million. The agreement includes a
contractual stipulation that the appropriation of the principal amount shall serve solely for the
acquisition of depositary receipts for Eureko B.V. shares. It has also been stipulated that
Vereniging Achmea shall pledge to the lender its depositary receipts for Eureko B.V. shares as
security.
The loan will be redeemed in three equal annual instalments, taking effect from 1 April 2012, or
sooner where possible.

On the basis of the Eureko Valuation Method the value of a share/depositary receipt for shares
amounted to € 20,42 as at 31 December 2008. Vereniging Achmea will thus acquire 29,382,958
depositary receipts for shares, bringing the total to 211,041,337. The relative shareholding thus
comes to 55.19%.




                                            Page 19

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:1
posted:1/17/2013
language:Unknown
pages:19