ASR Nederland N.V. · EURONEXT:ASRNL
ASR Nederland — Shareholder Meeting (May 2018)
53 slides from ASR Nederland's shareholder meeting presentation, May 31, 2018
Slide 1: General Meeting of Shareholders ASR Nederland N.V. 2018
General Meeting of Shareholders ASR Nederland N.V. 2018 31 May, 2018
Slide 2: Welcome
Welcome Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2018 2
Slide 3: Agenda
Agenda 1. Opening 2. Annual Report 2017 3. Financial Statements 2017 and Dividend 4. Discharge members of the Supervisory Board and the Executive Board 5. Reappointment of Mr. Chris Figee (CFO) 6. Appointment new member of the Supervisory Board 7. Extension of the authorities of the Executive Board
Slide 4: 1. Opening
1. Opening Opening remarks and announcements • English translation • Webcast service • Order of the meeting General Meeting of Shareholders ASR Nederland N.V. 2018 4
Slide 5: 2. Annual Report
2. Annual Report Jos Baeten CEO and Chair of the Executive Board General Meeting of Shareholders ASR Nederland N.V. 2018 5
Slide 6: Strategy to create value for shareholders and customers
2. Strategy to create value for shareholders and customers Meeting customers’ needs Stable cash flows and value generating businesses Excellence in pricing, underwriting and claims handling Our principles drive value in our Robust and predictable back books business portfolio Cost effectiveness Busi
Slide 7: Executing our strategy and optimising the business portfolio
2. Executing our strategy and optimising the business portfolio A C High Stable cash flows and value-generating businesses with Business enhancement opportunities relatively strong growth potential • Pursuit of profitable growth led to 5.7% increase of GWP in P&C. • Inflow in 3rd party assets of € 1
Slide 8: Strong results in 2017, outperforming targets
2. Strong results in 2017, outperforming targets Operating result Solvency II (SF) IFRS net result € 729m 196% * € 906m +17.2% +7%-pts +37.5% (FY16: € 622m) (FY16: 189%) (FY16: € 659m) Operating ROE Capital accretion Operating expenses 15.6% € 742m ** € 584m up to 12% target 22% on SCR +2.6% (FY16:1
Slide 9: Non financial performance and themes in 2017
2. Non financial performance and themes in 2017 Net Promoter Score Diversity Fair Insurance Guide +40 / +56 60% - 40% No. 1 Customers / Intermediaries Male / Female position for a.s.r.’s social Up 4 points / Up 6 points responsible investment policy Culture Employee Engagement SDG’s a.s.r. story Hig
Slide 10: All business segments drove strong increase in operating result
2. All business segments drove strong increase in operating result Operating result (in €m) FY16 FY17 Non-life 136 172 Life 559 633 Banking and 2 7 Asset Management Distribution 12 16 and Services Holding and Other/ -87 -99 Eliminations Total 622 729 General Meeting of Shareholders ASR Nederland N.V
Slide 11: Nonlife: benefiting from underwriting excellence and favourable claims experience
2. Nonlife: benefiting from underwriting excellence and favourable claims experience Operating result (in €m) Gross Written Premiums (in €m) P&C Disability Health +26.5% +6.0% 172 2,433 2,579 136 593 669 757 765 1,083 1,145 FY16 FY17 FY16 FY17 Combined ratio (in %) Combined ratio by product line (in
Slide 12: Life: higher operating result driven by investment margin
2. Life: higher operating result driven by investment margin Operating result (in €m) Investment margin (in €m) Investment margin Technical result Direct investment income Required interest Result on costs Amortised realised gains +13.2% 633 440 510 559 99 269 322 95 24 24 981 1,000 440 510 -810 -81
Slide 13: Generali Nederland, integration in full swing
2. Generali Nederland, integration in full swing Transaction highlights Generali Nederland – Overview** Combined – Business mix (pro forma) • Bolt-on acquisition in line with a.s.r.’s GWP 2017 € 409m strategy and commitment to deploy capital for sustainable value creation. Non-life: € 2,892m GWP in
Slide 14: Strong Solvency II
2. Strong Solvency II General Meeting of Shareholders ASR Nederland N.V. 2018 14
Slide 15: Delivering on medium-term targets
2. Delivering on medium-term targets Solvency II (SF) Operating return on equity S&P rating (insurance business) 196%* 15.6% Single A >160% Up to 12% Single A medium-term target medium-term target medium-term target Combined ratio Non-life Operating expenses Financial leverage 95.1% € 584m 25.3% <97
Slide 16: Dividend policy & proposal
2. Dividend policy & proposal Dividend policy: a pay-out ratio of 45% to 55% of the net operating result attributable to shareholders (i.e. net of hybrid costs) Dividend proposal Dividend per share (in €) • Proposed 2017 dividend of € 1.63 per share, an increase of 28.3% on the 2016 dividend per sha
Slide 17: Q&A
2. Q&A General Meeting of Shareholders ASR Nederland N.V. 2018 17
Slide 18: 2B. Report of the Supervisory Board
2B. Report of the Supervisory Board Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2018 18
Slide 19: 2C. Corporate Governance
2C. Corporate Governance Section 4.1 of the Annual Report 2017 • Dutch Corporate Governance Code 2016 implemented • Changing interest Dutch State in a.s.r., completion of privatisation Revenue Dutch State sale of a.s.r. #Shares Price Proceeds (in € mln) 10 June 2016, IPO 54,449,885 19.50 1,061.8 13
Slide 20: 2D. Execution of the Remuneration Policy
2D. Execution of the Remuneration Policy Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2018 20
Slide 21: 2D. Execution of the Remuneration Policy
2D. Execution of the Remuneration Policy Section 4.4 of the Annual Report 2017 • Remuneration complies with prevailing legislation and regulations • Decision to adjust the remuneration of the members of the Executive Board in line with the current remuneration policy and gradually increase the indiv
Slide 22: 3. Financial Statements & Dividend
3. Financial Statements & Dividend Cor van den Bos Chair of the Audit & Risk Committee General Meeting of Shareholders ASR Nederland N.V. 2018 22
Slide 23: Agenda
Agenda ► Important aspects of our audit ► Key Audit Matters ► Conclusions & Other Remarks Page 23 AGM ASR Nederland N.V.
Slide 24: Important aspects of our audit
Important aspects of our audit ► Audit consolidated financial statements ► Review Sustainability Information ► Management report and other information ► Is consistent with the financial statements and does not contain material misstatements ► Contains the information as required by Part 9 of Book 2
Slide 25: Key Audit Matters
Key Audit Matters ► Audit Approach ► Key Audit Matters ► Valuation and adequacy of insurance contract liabilities (including shadow accounting) due to the complexity and use of assumptions ► Fair value measurement of investments and related disclosures ► Solvency II disclosure ► Reliability and cont
Slide 26: Our conclusion and other remarks
Our conclusion and other remarks ► Estimates within reasonable range ► Unqualified auditors opinion ► Relation with management and supervisory board Page 26 AGM ASR Nederland N.V.
Slide 27: Ernst & Young Accountants LLP registration notice
Ernst & Young Accountants LLP is a limited liability partnership registered in England and Wales with registered number OC335594. Ernst & Young Accountants LLP has its registered office at 1 Lambeth Palace Road, London SE1 7EU, United Kingdom, its principal place of business at Boompjes 258, 3011 XZ
Slide 28: 3. Financial Statements & Dividend
3. Financial Statements & Dividend A. Proposal to adopt the financial statements for the financial year 2017 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 28
Slide 29: Proposal to adopt the financial statements for the 2017 financial year
3.A Proposal to adopt the financial statements for the 2017 financial year For 99,625,525 Against 0 Abstained 158,421 For I 1 00.00% Against {0.00% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 30: 3. Financial Statements & Dividend
3. Financial Statements & Dividend B. Notes to the dividend policy and the introduction of interim dividend with a pay-out ratio of 40% of the previous year’s dividend • Questions C. Proposal to adopt a cash dividend for the financial year 2017 of € 229.7 million (1.63 per share) • Questions • Votin
Slide 31: Proposal to pay dividend
3.C Proposal to pay dividend For 99,771,484 Against 0 Abstained 12,562 For I 1 00.00% Against {0.00% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 32: 4. Discharge
4. Discharge A. Proposal to discharge each member of the Executive Board for execution of their duties in the financial year 2017 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 32
Slide 33: Proposal to grant discharge to the members of the Executive Board
4.A Proposal to grant discharge to the members of the Executive Board For 99,101,344 Against 349,277 Abstained 333,425 For LL 99.65% Against 10.35% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 34: 4. Discharge
4. Discharge B. Proposal to discharge each member of the Supervisory Board for execution of their duties in the financial year 2017 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 34
Slide 35: Proposal to grant discharge to the members of the Supervisory Board
4.B Proposal to grant discharge to the members of the Supervisory Board For 99,101,344 Against 349,277 Abstained 333,425 For I 99.65% Against 10.35% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 36: 5. Reappointment of Chris Figee, CFO
5. Reappointment of Chris Figee, CFO A. Intention to reappoint Mr. Figee, CFO • Questions General Meeting of Shareholders ASR Nederland N.V. 2018 36
Slide 37: 6. Proposal appointment of a new member of the Supervisory Board
6. Proposal appointment of a new member of the Supervisory Board A. Introduction of Mrs. Sonja Barendregt General Meeting of Shareholders ASR Nederland N.V. 2018 37
Slide 38: 6. Proposal appointment of Mrs. Barendregt as member of the Supervisory Board
6. Proposal appointment of Mrs. Barendregt as member of the Supervisory Board B. Proposal to appoint Mrs. Barendregt • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 38
Slide 39: Appointment of Sonja Barendregt as member of the Supervisory Board
6.B Appointment of Sonja Barendregt as member of the Supervisory Board For 98,581,397 Against 1,035,398 Abstained 167,690 For I 98.96% Against 11.04% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 40: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board A. Proposal to extend the authority of the Executive Board to issue shares and/or grant the right to subscribe for shares • Up to a maximum of 10% of the share capital • For a period of 18 months • Subject to approval of the Supervisory Board •
Slide 41: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board A. Proposal to extend the authority of the Executive Board to issue shares and/or grant the right to subscribe for shares • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 41
Slide 42: Proposal to extend the authorisation to issue ordinary shares
7.A Proposal to extend the authorisation of the Executive Board to issue ordinary shares and/or grant rights to subscribe for ordinary shares For 97,928,270 Against 1,842,830 Abstained 13,382 For I 98.15% Against 01.85% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 43: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board B. Proposal to extend the authority of the Executive Board to limit or exclude statutory pre-emption rights • In connection with the issue authorization granted under agenda item 7a • For a period of 18 months • Subject to approval of the Superv
Slide 44: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board B. Proposal to extend the authority of the Executive Board to limit or exclude statutory pre-emption rights • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 44
Slide 45: Proposal to restrict or exclude the statutory pre-emptive right
7.B Proposal to extend the authorisation of the Executive Board to restrict or exclude the statutory pre-emptive right For 97,834,169 Against 1,936,978 Abstained 13,338 For I 98.06% Against 01.94% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 46: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board C. Proposal to extend the authority of the Executive Board to acquire shares • For a period of 18 months • Subject to approval of the Supervisory Board • Up to a maximum of 10% of the share capital • At a price between the nominal share value an
Slide 47: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board C. Proposal to extend the authority of the Executive Board to acquire shares • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 47
Slide 48: Proposal to authorise the Executive Board to acquire own shares
7.C Proposal to authorise the Executive Board to acquire the company’s own shares For 98,035,015 Against 1,559,193 Abstained 190,277 For I 98.43% Against §1.57% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 49: 8. Proposal to cancel shares held by a.s.r.
8. Proposal to cancel shares held by a.s.r. a.s.r. currently owns 6 million shares in its own capital • Acquired on 13 June 2017 and 14 September 2017 • Proposal to cancel these 6 million shares • This will reduce the issued share capital from 147 million shares to 141 million shares • Purpose of th
Slide 50: 8. Proposal to cancel shares held by a.s.r.
8. Proposal to cancel shares held by a.s.r. • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2018 50
Slide 51: Proposal to cancel shares held by a.s.r.
Proposal to cancel shares held by a.s.r. For 99,738,411 Against 525 Abstained 45,549 For I 1 00.00% Against {0.00% L.S. YL. — cenarat esting of Shaenolce’s ASR Nedortand NV. 2018
Slide 52: 9. Questions
9. Questions General Meeting of Shareholders ASR Nederland N.V. 2018 52
Slide 53: 10. Closing
10. Closing Thank you for your attendance Please join us for a lunch in the lounge outside this conference room