Asr Nederland N.v. · EURONEXT:ASRNL
Asr Nederland — Shareholder Meeting (May 2021)
50 slides from Asr Nederland's shareholder meeting presentation, May 19, 2021
Slide 1: General Meeting of Shareholders ASR Nederland N.V. 2021
General Meeting of Shareholders ASR Nederland N.V. 2021 19 May 2021
Slide 2: 1. Welcome & opening
1. Welcome & opening Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2021 2
Slide 3: Presence Supervisory & Executive Board
Presence Supervisory & Executive Board Kick van der Pol Joop Wijn Jos Baeten Chair of the Supervisory Board Member of the Supervisory Board CEO and Chair of the Present at a.s.r. Present at a.s.r. Executive Board Present at a.s.r. Sonja Barendregt Gisella van Vollenhove Annemiek van Melick Member of
Slide 4: Agenda
Agenda 1. Opening 2. 2020 Annual Report 3. 2020 Financial Statements and dividend 4. Discharge members of the Supervisory Board and the Executive Board 5. Extension of the authorities of the Executive Board 6. Cancellation of shares 7. Questions 8. Composition of the Supervisory Board 9. Closing Gen
Slide 5: Announcements
Announcements English translation Webcast service & observer room Order of the meeting General Meeting of Shareholders ASR Nederland N.V. 2021 5
Slide 6: 2a. Annual Report 2020
2a. Annual Report 2020 Jos Baeten CEO and Chair of the Executive Board General Meeting of Shareholders ASR Nederland N.V. 2021 6
Slide 7: 2a. Q&A
2a. Q&A General Meeting of Shareholders ASR Nederland N.V. 2021 7
Slide 8: 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. 2021 8
Slide 9: 2c. Corporate Governance
2c. Corporate Governance Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2021 9
Slide 10: 2d. Remuneration report
2d. Remuneration report Advisory vote to adopt the 2020 remuneration report • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 10
Slide 11: 2d. Remuneration report vote result
2d. Remuneration report Result of the advisory vote to adopt the 2020 remuneration report For: 88.560.324 90.14% Against: 9.690.255 Abstained: 188.749 General Meeting of Shareholders ASR Nederland N.V. 2021 11
Slide 12: 3. 2020 Financial Statements & dividend
3. 2020 Financial Statements & dividend Sonja Barendregt Chair of the Audit & Risk Committee General Meeting of Shareholders ASR Nederland N.V. 2021 12
Slide 13: 3. Financial Statements & dividend
3. Financial Statements & dividend Ton Reijns Partner at KPMG General Meeting of Shareholders ASR Nederland N.V. 2021 13
Slide 14: Introduction, first year audit, confirmation of independence
1 Introduction 2 First year audit 3 Confirmation of independence 4 What we have audited and reviewed 5 Non-financial information 2020 6 Consolidated and company financial statements 2020 ― Assurance engagement ― We conclude that the other information: - audit of 4 KPI’s - is con with the financial s
Slide 15: Independent auditor's report – financial statements
Independent auditor’s report – financial statements 99% of total assets 4% of average result before tax over Materiality Scope of the audit the last 3 years 93% of equity EUR 40 million 91% of result before tax Remainder covered by additional procedures 8 9 performed at group level Key audit matters
Slide 16: © 2021 KPMG Accountants N.V. All rights reserved.
© 2021 KPMG Accountants N.V. All rights reserved.
Slide 17: 3a. Financial Statements & dividend
3a. Financial Statements & dividend Proposal to adopt the financial statements for the financial year 2020 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 17
Slide 18: 3a. Financial Statements 2020
3a. Financial Statements 2020 Result of the voting to adopt the financial statements for the financial year 2020 For: 98.061.044 99.92% Against: 82.495 Abstained: 295.789 General Meeting of Shareholders ASR Nederland N.V. 2021 18
Slide 19: 3b. Reserve and dividend policy
3b. Financial Statements & dividend Explanatory notes on the reserve and dividend policy • Questions General Meeting of Shareholders ASR Nederland N.V. 2021 19
Slide 20: 3c. Dividend proposal
3c. Financial Statements & dividend Dividend proposal • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 20
Slide 21: 3c. Result of the dividend proposal voting
3c. Financial Statements & dividend Result of the dividend proposal voting For: 98.406.983 99.97% Against: 31.730 Abstained: 615 General Meeting of Shareholders ASR Nederland N.V. 2021 21
Slide 22: 4a. Discharge
4a. Discharge Proposal to discharge each member of the Executive Board for execution of their duties in the financial year 2020 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 22
Slide 23: 4a. Discharge voting result
4a. Discharge Result of the voting to discharge each member of the Executive Board for execution of their duties in the financial year 2020 For: 97.407.137 99.42% Against: 570.753 Abstained: 461.438 General Meeting of Shareholders ASR Nederland N.V. 2021 23
Slide 24: 4b. Discharge
4b. Discharge Proposal to discharge each member of the Supervisory Board for execution of their duties in the financial year 2020 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 24
Slide 25: 4b. Discharge voting result
4b. Discharge Result of the voting to discharge each member of the Supervisory Board for execution of their duties in the financial year 2020 For: 97.407.137 99.42% Against: 570.753 Abstained: 461.438 General Meeting of Shareholders ASR Nederland N.V. 2021 25
Slide 26: 5a. Extension of the authorities of the Executive Board
5a. Extension of the authorities of the Executive Board Proposal to extend the authorisation of the Executive Board to issue shares and/or grant the right to subscribe for shares • For a period of 18 months • Subject to approval of the Supervisory Board • Up to a maximum of 10% of the share capital
Slide 27: 5a. Extension of the authorities of the Executive Board
5a. Extension of the authorities of the Executive Board Proposal to extend the authorisation 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. 2021 27
Slide 28: 5a. Voting result
5a. Extension of the authorities of the Executive Board Result of the voting to extend the authorisation of the Executive Board to issue shares and/or grant the right to subscribe for shares For: 98.345.384 99.91% Against: 92.517 Abstained: 1427 General Meeting of Shareholders ASR Nederland N.V. 202
Slide 29: 5b. Extension of the authorities of the Executive Board
5b. Extension of the authorities of the Executive Board Proposal to extend the authorisation of the Executive Board to restrict or exclude statutory pre-emption rights • In connection with the issue authorisation granted under agenda item 5a • For a period of 18 months • Subject to approval of the S
Slide 30: 5b. Extension of the authorities of the Executive Board
5b. Extension of the authorities of the Executive Board Proposal to extend the authorisation of the Executive Board to restrict or exclude statutory pre-emption rights • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 30
Slide 31: 5b. Voting result
5b. Extension of the authorities of the Executive Board Result of the voting to extend the authorisation of the Executive Board to restrict or exclude statutory pre-emption rights For: 96.341.498 97.87% Against: 2.095.410 Abstained: 2420 General Meeting of Shareholders ASR Nederland N.V. 2021 31
Slide 32: 5c. Authority to acquire own shares
5c. Extension of the authorities of the Executive Board Proposal to authorise the Executive Board to acquire the company’s own 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
Slide 33: 5c. Authority to acquire own shares
5c. Extension of the authorities of the Executive Board Proposal to authorise the Executive Board to acquire the company’s own shares • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 33
Slide 34: 5c. Voting result
5c. Extension of the authorities of the Executive Board Result of the voting to authorise the Executive Board to acquire the company’s own shares For: 96.348.759 97.99% Against: 1.972.404 Abstained: 118.165 General Meeting of Shareholders ASR Nederland N.V. 2021 34
Slide 35: 6a. Cancellation of shares
6a. Cancellation of shares Proposal to cancel shares held by a.s.r. • a.s.r. acquired 2,942,796 shares in its own capital between February 2020 and October 2020 • Proposal to cancel these 2,942,796 shares • This will reduce the issued share capital from 141,000,000 shares to 138,057,204 shares • Pur
Slide 36: 6a. Cancellation of shares
6a. Cancellation of shares Proposal to cancel shares held by a.s.r. • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 36
Slide 37: 6a. Voting result
6a. Cancellation of shares Result of the voting to cancel shares held by a.s.r. For: 98.436.826 100% Against: 1.078 Abstained: 1.424 General Meeting of Shareholders ASR Nederland N.V. 2021 37
Slide 38: 6b. Amendment Articles of Association
6b. Amendment Articles of Association Proposal to amend the Articles of Association of a.s.r. • Proposal to reduce the authorised share capital from EUR 112 million to EUR 104 million • In order to reduce the share capital of a.s.r. by cancellation of shares in its own capital (see 6a) General Meeti
Slide 39: 6b. Amendment Articles of Association
6b. Amendment Articles of Association Proposal to amend the articles of association of a.s.r. • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2021 39
Slide 40: 6b. Voting result
6b. Amendment Articles of Association Result of the voting to amend the articles of association of a.s.r. For: 98.436.961 100% Against: 1.171 Abstained: 1.196 General Meeting of Shareholders ASR Nederland N.V. 2021 40
Slide 41: 7. Questions
7. Questions General Meeting of Shareholders ASR Nederland N.V. 2021 41
Slide 42: 8. Composition of the Supervisory Board
8. Composition of the Supervisory Board Resignation of Kick van der Pol as Member and Chairman of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2021 42
Slide 43: 9. Closing
9. Closing Thank you for your attendance General Meeting of Shareholders ASR Nederland N.V. 2021 43
Slide 44: de nederlandse
de nederlandse verzekerings maatschappij voor alle verzekeringen
Slide 45: Appendix
Appendix General Meeting of Shareholders ASR Nederland N.V. 2021 45
Slide 46: Strong FY 2020 results, overall limited impact of COVID-19
Strong FY 2020 results, overall limited impact of COVID-19 Operating result Solvency II Dividend per share € 885m 199% € 2.04 3.2% +5% pts +7.4% (FY 2019: € 858m) (FY 2019: 194%) (FY 2019: € 1.90) Operating RoE Financial leverage Operating expenses 15.3% 28.3% € 701m Target 12-14% max. 35% +6.9% (FY
Slide 47: Delivering on sustainable value creation for all stakeholders
Delivering on sustainable value creation for all stakeholders Financial self-reliance and inclusiveness Vitality and (sustainable) employability Climate change and energy transition Non-financial targets for the 2019 − 2021 period Meeting customer needs Sustainable investments Sustainable investment
Slide 48: Impact on our business
Impact on our business Customers Employees Financial results • First focus was a seamless transition to • From one day to the next, some • COVID-19 impact on operating result limited providing full customer support from home and 4,000 colleagues switched seamlessly to at c. € -1m. Negative impact on
Slide 49: Solid progress in executing our strategy in 2020
Solid progress in executing our strategy in 2020 Portfolio matrix A Non-life business domains with growth potential C Asset management related growth business • Combination of Loyalis, Veherex and Vitality partnership strengthens • Assets under Management (“AuM”) for third parties increased by € 3.4
Slide 50: Dividend
Dividend • Proposed full year dividend amounts to € 2.04 per share, an increase of 7.4%. Taking into account the interim dividend of € 0.76, a final dividend of € 1.28 per share remains • Dividend policy: a pay-out ratio of 45% to 55% of the net operating result attributable to shareholders (i.e. ne