Download - Ah I t P titAchmea Investor Presentation
A h I t P t tiAchmea Investor Presentation
“The leading Dutch insurance Company with strong brands, multi-channel distribution The leading Dutch insurance Company with strong brands, multi channel distribution strategy, well diversified product range and a conservative investment profile”
March 2013
ContentsContents
Achmea overview
Key investment highlights
• Leading market positions• Leading market positions
• Core country base in one of the strongest Euro-zone countries
• A very strong capitalisation
• Well-diversified investments especially in light of conservative investment portfolio
Results 2012
Well diversified investments, especially in light of conservative investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Achmea snapshot – strong brands, diversified products, focus on insurance
• A strong and solid insurance group founded GWP by segment 2012g g pover 200 years ago
• Market leader in Dutch insurance: Property & Casualty, Health, Income Protection, Pension and Life insurance
Pension & Life Non-Life
• Distribution mainly through direct & banking channels and well positioned for future market developments
• Strong market position with “power brands” Health• Strong market position with power brands Interpolis, Centraal Beheer Achmea, Zilveren Kruis Achmea and a range of specialty brands
Health
Total: €20.4 billion
Europe
GWP by geography 2012
Greece 32%
Brands
Europe Greece 32%
Turkey 24%
Russia 5%
Slovakia 23%
Netherlands
Total: €20.4 billion
Ireland 14%
Bulgaria 2%
2 Source: Achmea
414807_Roadshow 2013.ppt
Ownership structure – stability through two cornerstone shareholders
ACHMEA ASSOCIATION
65.3%
RABOBANK NETHERLANDS
29.2%
OTHER5.5%
PREFERENCESHAREHOLDERS
ACHMEA TUSSENHOLDING
5.5%
ORDINARY SHARES 94.5%
3 Source: Achmea
414807_Roadshow 2013.ppt
Achmea is a sizeable player compared to its European peers- with large operations in its domestic market
15 000
17,500
10 000
12,500
15,000
7,500
10,000
2,500
5,000
0Achmea Allianz Generali Aviva Zurich Ageas Aegon
Total gross premiums written in domestic non-life insurance (€m)
4 Source: 2011 Annual reports and investor presentations
414807_Roadshow 2013.ppt
Key milestones achieved in 2011 and 2012
PORTFOLIO MANAGEMENTC l b t d bi t d thi t b t t th fil f th
Key milestones achieved in 2011 and 2012“A GROUP THAT IS MOVING”
• Celebrated our bicentenary and this gave a strong boost to the profile of the group
• Merger with DFZ, acquisition of Independer and the sale of Achmea Vitale
• Sale of Avéro Belgium and Império France
• Commercial position strengthened through acquisition of niche player Friesland Bank Assurantiën and OVO
• Announced sale of life activities in Romania (non-core activities)
OPERATIONAL IMPROVEMENTS• Agis and Achmea Health integrated
• Closed life book managed in separate organizational entity
• Investments in strengthening commercial capabilities and cooperation with Independer.nl
• Increasing scale through consolidation of De Friesland Zorgverzekeraarg g g
STRONG FINANCIAL POSITION MAINTAINED• Maintained Standard & Poor’s A+ rating with a stable outlook for our insurance entities
• Funding of Achmea Bank supported by placement of €1.3 billion of securities, including set up of new unsecured debt issuance programme
• Group liquidity position strengthened with new credit facility of €750 million
• Group Solvency (IGD) stable at 209%
5 Source: Achmea
414807_Roadshow 2013.ppt
Long-term strategic choices for the Dutch portfolioLong term strategic choices for the Dutch portfolio
Channel
Directdistribution
Brokerdistribution
Bankingdistribution
Cooperation with social partnersBrands
Core proposition: Strenghten
Product Groups
Increasing scale core proposition
Strengthen partnership
Non-Life
Health
Develop to core propositionPension - Standard
Income Protection
In function of core proposition
Providing entrance
Health Services
Pension Services
Life- Standard
Seperate and manage internal or external
Compl. to insur. products
Compl. to insur. productsBanking products
Lif N t St d d
Pension – Not Standard
Life – Not Standard
66 Source: Achmea
414807_Roadshow 2013.ppt
Compass for AchmeaCompass for AchmeaRisk Insurer
We choose Risk Insurer as our compass …
… to be complemented bya future third pillar
Risk insurer plus Pension & Life
• Reinforcement Pension & Life• For example, strengthen DC products,
Basis as risk insurer
p , g p ,asset management, additional focus on SMEs
• Success is scenario-dependent, construction and discontinuation phase are not yet disconnected
• The basis for our future profile is risk insurer from the current situation, complexity, market developments and our relation with Rabobank
are not yet disconnected
Risk insurer plus International
• ’Capital light’ foreign activities• For example, organic growth current
countries, partnerships with Rabobank• Construction with limited deployment of p y
capital (without large takeovers) takes time
Source: Achmea7
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Emerging thoughts on Achmea’s long-term future
Recovery – back to our core
Building the platform for the future;
Build-out based on proven capabilitiesto our core for the future;
strengthening the coreproven capabilities
• Cost reduction• Complexity
reductionC ti f
• Enlarge earningscapacity of core businessF d ti f
• Focused investments to 2020
• Strengthening core b i
Direction• Creation of
surplus• Focused preparation for
future growth –creating space, focus and resources
business• Competence based
growth• Leveraging ability to
work effectively with
• Strengthened Careful management
work effectively with partners
Space for
Finan-cials
• Strengthened balance sheet
Careful management of liquidity and capital• Terminate loss-making
operations• Linked to business
Space for stepped-up, focused investments• Free-up tied capital
in Health
202020122008 2016
Time
performance, cost reduction
88 Source: Achmea
414807_Roadshow 2013.ppt
Achmea profile in 2020Achmea profile in 2020Dutch Risk Insurer with a significant international portfolio
A strong position in Non-life & Health, h d ti i P i & Lif
International contribution to premiums ill
Property & Casualty 2520 5
however a reduction in Pension & Life will grow
GWP (%)
Health 32
Income Protection 19
Property & Casualty 2520 5
Through autonomous
growth
Life traditional 10 -5
Life Individual 3023 7
Health 32
Other 1 -3
Pension 10 -2
Life traditional 10 -5Reduction
Pension & Life and divestments
Market share NL (%)
403020100
Other 1 -3
Growth profile 2020 vs. current situation
Current situation
Loss profile 2020 vs. current situation
Source: Achmea9
414807_Roadshow 2013.ppt
KPIs to help measure / manage implementation of strategyKPIs to help measure / manage implementation of strategy
• We set ambitious objectives for the key performance indicators
Indicator Objective 2012 Status
Combined ratio Non-life <97% 99.6% incl. WGA provision
Group key performance indicators
Combined ratio Basic Health <100% 98.0%
Customer satisfaction Satisfaction of at least 7.5 Average customer satisfaction for all Dutch Achmea insurance labels 7.6
Employee engagement >71% 72%
Market Share Retain market share in core activities; Non-life, Health and Income protection
Leading market position maintained, p
Solvency >190% regulatory solvency ratio for insurance entities (IGD)
209%
1010 Source: Achmea
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Key investment highlights
1. Achmea’s dominant market position, market leader in the Netherlands, and strong alliance with Rabobank
• Dominant market position in Non-life (19%) and particularly in Health (33%). 3rd largest individual life insurer
• Strong shareholder support from one of the best banks in Europe – RabobankStrong shareholder support from one of the best banks in Europe Rabobank
2. Core country base
• The Netherlands is one of only three AAA countries remaining in the euro-zone. 5-year CDS is trading lower than France, and Belgium
3. Strong capitalisation in combination with a low risk profile
• Capitalisation is very strong and of high quality
• Solvency Coverage was 2.09 times the minimum as of year end 2012 (Achmea Insurance Group, Solvency I IGD) and over 60% of TAC is derived from core shareholders fundsI IGD), and over 60% of TAC is derived from core shareholders funds
4. Well diversified and low risk investment portfolio
• Well diversified investment portfolio. As of year end 2012 79% of the portfolio was in fixed income instruments, of which >60% AAA-rated Sovereigns and 88% in fixed income securities rated ‘A' or higher. g gOnly 2.0% of the portfolio is in ‘PIIGS’
• Sound risk management using ERM
12
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Leading positions in our core marketsLeading positions in our core markets
ASR INGP&C Delta Lloyd Allianz Other
Achmea19%
#1
MenzisHealthCZ Group
Incl. Delta Lloyd and OHRA
Lloyd
OtherAchmea33%
19%
Coöperatieve VGZPreviously UVIT#1
Income Protection ASR ING
DeltaLloyd OtherAchmea
19%Goudse#2
Individual Life ASRING OtherAchmea
14%Delta Lloyd
SNSReaal
DeltaLloyd#2
Delta Lloyd INGPensions Aegon OtherZwitser
levenAchmea
10%#5
80%70%60%50%40%30%20% 100%90%10%0%
Source: Achmea14
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Over half of all Dutch people are customers at Achmea
Retail customers Retail customers
Wholesale customers
1515 Source: Achmea
414807_Roadshow 2013.ppt
The strength of Achmea’s brands is clearThe strength of Achmea s brands is clear
NON-LIFE HEALTH PENSION & LIFE
Brand strength
16
g
16 Source: Achmea
414807_Roadshow 2013.ppt
High levels of Customer satisfactiong e e s o Custo e sat s act o
Customer rating of Dutch insurers
2011 2012Achmea brands 2011
FBTOAchmea brands 2012
Centraal Interpolis Market average Zilveren Kruis Centraal Interpolis Beheer
Market average Zilveren Kruis
Achmea
17 Source: annual customer engagement report from the ‘Verbond van verzekeraars’
414807_Roadshow 2013.ppt
Achmea's strong alliance with Rabobank
• Commercial alliance through the banking
Achmea is the result of a merger of AVCB with Interpolis, Rabobank’s insurance company in 2005
• Commercial alliance through the banking channel. Approximately 98% of insurance products sold via the Rabobank channel are Achmea insurance products
• Strong position through unique “All-in-one-
Interpolis share in Rabobank Distribution of Insurance sales
(31-12-2012)Strong position through unique All in onepolicies”, enabling a > 2.5 x-sell ratio
• Greenfield operation in Australia in cooperation with Rabobank starting in 2013, with a possible extension to other growth markets. Focus is on
Commercial
extension to other growth markets. Focus is on non-life, mainly agricultural sector such as live stock, machinery, crop insurance etc.
Rabobank as a major shareholder has a • Rabobank as a major shareholder has a nomination vote on the supervisory board of Achmea. Furthermore Rabobank and Achmea share two common supervisory board members
• Rabobank has a veto right on major decisions Governance
• Rabobank has a veto right on major decisions concerning acquisitions/divestures as one of the two major shareholders within Achmea
b b k h h ll d h h
WholesalePrivate
• Rabobank has historically supported Achmea with capital, as and when necessary
Capital
1818
414807_Roadshow 2013.ppt
Well-diversified distribution network (% total 2012 GWP)
Health Non-Life
Pension and Life
• Well diversified distribution network consisting of banking, intermediary and di h ldirect channel
• Share of “controlled distribution” among product lines is highest in health insurance (~97%)( )
• Banking distribution of insurance products uses Rabobank banking channel in the Netherlands
1919
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
The Netherlands - a core European country and a major
Netherlands CDS remains lowGrowth outlook (quarterly GDP, % change yoy)
insurance market
5
10
5
10
400
600
800
(5)
0
(5)
0
0
200
400
(0.5)
0.75
(10)(10)’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 '12E'13E
feb-11 jul-11 dec-11 apr-12 sep-12 jan-13Netherlands Belgium Italy France Germany
European Non-life market (including Health) European Health market
39.440
50
80
100
p ( g )
Total gross written premiums in 2010 (€bn)
Total CEA: €428.2bn
p
Total gross written premiums in 2010 (€bn)
Total CEA: €107.9bn
20
3056.3
40
60
Achmea market share: 19% in NL Achmea market share: 33% in NL
0
10
N th l d G F S it l d S i UK It l
0
20
G F UK N th l d It l S i S it l d
21Netherlands Germany France Switzerland Spain UK ItalyGermany France UK Netherlands Italy Spain Switzerland
Source: UBS
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Strong Solvency I position(2012) vs European peersg y p ( ) p p
Entity Target level 2012
Achmea Group (FCD) n.a. 207%
Achmea Insurance Group (IGD) 190% 209%Achmea Insurance Group (IGD) 190% 209%
Non-life 185% 254%
Basic Health insurance 135% 182%
Supplementary Health insurance 160% 489%
Life insurance 175% 233%
23 Source: Achmea
414807_Roadshow 2013.ppt
Robust Solvency II positionRobust Solvency II position
• Solvency II implementation is on track
• Achmea is participating in the pre-application process for internal models
• A partial internal model will be started from 1 J 2014 d i it ill b th 1 January 2014 and priority will be the internal models for Non-Life and Health insurance risk
• Achmea has started with implementing Pillar p gIII reporting requirements
• Current economic capital model will be improved to become Solvency II compliant internal modelinternal model
• Solid capitalization under SII confirmed a 2011 year-end Solvency ratio of 221% by recent parallel run
‘Solvency II’ yratio of 221%
2424 Source: Achmea
414807_Roadshow 2013.ppt
High quality of capital with low double leverageQuality of capital
(31 December 2012)Composition of capital (31 December 2012)
Long + short VOBA Other intangiblesLong + shortterm debt (€1.2 bn)
Hybrid capital (€1 3 b )
VOBA(€ 0.2 bn)
g(€0.3 bn)
Goodwill(€1.2 bn)
(€1.3 bn)12%
Tangible equityCore
capital(€8.7 bn)
Tangible equity(€ 8.7 bn)
Allocation of IFRS capital 2012Allocation of IFRS capital 2012
Holding
International
OtherBanking
Net internal cash
International Pension & Life
Non-life
Total: €11.2 billion
Health
25 • Double leverage as of 31 December 2012 is 104%Source: Achmea
414807_Roadshow 2013.ppt
Financial leverage is low especially when compared to Dutch peers
36.4Perpetual loans
External debt
Maximum target level
%
22.422.022.7 21.4
2011201020092008 2012 1
• Low financial leverage of 21.4%
• More than half of the financial leverage is made up of perpetual loans
26 Source: Achmea
Note: Financial leverage = (external debt+ perpetual loans)/ (equity+ preference shares+ perpetual loans – goodwill + external debt)
414807_Roadshow 2013.ppt
Credit Ratings
• Achmea was the only Dutch insurer not to be downgraded during the crisis
AA+
AA-downgraded during the crisis
• Current Group S&P rating is A- with a stable outlook, the rating for our insurance entities is A+ also with a stable outlook.
A
A-
A+
BBB+
BBB
BBB-
• “The ratings on the core operating entities of Netherlands-based multiline insurer Achmea Group (Achmea or the group) reflect the group's very strong capitalization, strong competitive position, and strong investments [...].
• We believe that Achmea's competitive position is strong, and a strength for the rating. The group is h k l d h h l d d hthe market leader in the Netherlands, and has
strong positions in each of its three main lines of business.
• We view Achmea's capitalization as being t W ti i t th t it li ti ill very strong. We anticipate that capitalization will
remain very strong, with capital adequacy likely to be at least very strong"
S&P credit rating report- January 14, 2013
27 Source: Achmea, UBS
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Low Risk Profile Maintained
• Key observation points
1 77% ≥ AA
Fixed income by rating
(31 december 2012)
1. 77% ≥ AA
2. 78% Fixed Income
3. 71% Government Bonds, Government guaranteed and sovereignsg g
• We switched 10% or €1.6 billion of our Dutch, German and French government bonds in fixed income portfolio to low risk credits starting in Q1 2012
Total investments portfolio (31december 2012):
(€43.6 billion)
Fixed income by type
(31 december 2012):
(€33 9 billion)( ) (€33.9 billion)
29 Source: Achmea
414807_Roadshow 2013.ppt
Achmea has a low asset risk vs. European peersShareholder Exposure to Different Asset Classes (Excluding Unit Linked)
European peersAchmea– 31 December 2012
• Lower percentage of PIIGS exposure (2% vs 6%) compared to European peerspeers
• Limited commercial real estate exposure (2.7%) of total investment portfolio
3030 Source: Achmea, Morgan Stanley research 2013
414807_Roadshow 2013.ppt
Sovereign Government exposure
• Total exposure on government bonds is
TOP 5 SOVEREIGN EXPOSURE (IN € MLN) 2012 2011
• Total exposure on government bonds is €18.0 billion
• These government bonds are predominantly Dutch, German and French
l G S €668
The Netherlands 11,415 12,044
Germany 4,119 4,936
France 1 718 2 561 • Total exposure to GIIPS-countries is €668 million or 2.0% of our fixed-income portfolio
• Our exposure to Ireland is entirely related to our Irish business. Nominal value has not h d
France 1,718 2,561
Ireland 515 411
Finland 507 570changed
Total 18,274 20,522
SOVEREIGN EXPOSURE TO
* Excluding deposits
GIIPS COUNTRIES (IN € MLN) 2012 2011
Greece 11 27
Ireland 511 481Ireland 511 481
Italy 51 49
Portugal 48 48
Spain 48 48
Total 668 653
31 2.0% 1.8%Source: Achmea
414807_Roadshow 2013.ppt
Real Estate exposure
Real Estate Portfolio (Direct) (IN € MLN) 2012 % Revaluations 2009-2012
Residential 423 36% -61
Offices 349 30% -122
Retail 334 28% -16
Other 66 6% -18
Total 1,172 100% -217
• Syntrus Achmea has €15 billion AuM; over €13 billion for clients such as pension funds and around €2 • Syntrus Achmea has €15 billion AuM; over €13 billion for clients such as pension funds and around €2 billion for Achmea (€1.2 billion in direct real estate)
• On a quarterly basis, Achmea performs a full valuation of 25% of our portfolio and a review of the remaining 75% of the portfolio; since 2009, we have impaired 27% of our offices portfolio
• Value declines are expected to continue to impact the Dutch real estate sector, mainly offices
32 Source: Achmea
414807_Roadshow 2013.ppt
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Good results, strong financial position
• Net profit up to €453 million despite ongoing challenging economic environment
• Premiums up to over €20.4 billion of which more than €18 billion is repaid to customers for healthcare costs, damages, pensions and life insurance
• 2% cost reduction as a result of continued focus on cost and complexity reduction At the same time • 2% cost reduction as a result of continued focus on cost and complexity reduction. At the same time investments in innovation and strengthening of commercial capabilities have been increased
PROFIT BEFORE TAX (IN € MLN) 2012 2011
Profit before tax 412 -247
Mergers and divestments 50 -95
Goodwill impairment Life & Pension activities - 279
Impairment Greek Government Bonds - 114
Profit before tax from regular activities 462 51
3434 * Adjusted for M&A activity, restructuring costs, provisions for vacant buildings and other non-recurring items
414807_Roadshow 2013.ppt
All three Dutch segments contribute to profit
GWP
(IN € MLN) 2012 2011 Δ
• Good performance of Non-life continues, profit is impacted by higher claims in agricultural sector and from fire and storm damages
• €180 million additional provision for long-term
Non-lifeNetherlands 3,151 3,176 -1%
Health 13 120 12 055 9%disability insurance WGA
• €33 million costs related to the sale of Achmea Vitale
• Result at Health satisfactory; investments in
HealthNetherlands 13,120 12,055 9%
Pension & LifeNetherlands 2,944 3,120 -6%
• Result at Health satisfactory; investments in health care procurement and integration of the Agis and Achmea divisions resulted in higher expenses, which were partly offset by profit contribution from DFZ
PROFIT BEFORE TAX (IN € MLN) 2012 2011 Δ
• Result at Pension & Life significantly higher, positively affected by higher investment income and switch in discount rate
• Banking results positive through combination of
( )
Non-lifeNetherlands 207 329 -37%
Health 286 301 5%Banking results positive through combination of higher fair value results, cost control and improved interest margin
HealthNetherlands 286 301 -5%
Pension & LifeNetherlands 381 -181 N/A
3535 Source: Achmea
414807_Roadshow 2013.ppt
Improvements and cost reductions
Cost Overview• Operating expenses ended at €3,024 million,
which is almost stable compared to €3,031 million in 2011
• Adjusted for M&A activity and one-off items
Cost Overview
2%• Adjusted for M&A activity and one-off items such as restructuring charges, gross operating expenses declined by 2%
• At the same time, we increased investments in commercial capabilities and continued investing 2,736
-2%
commercial capabilities and continued investing in complexity reduction
• For the coming period we have set a target for €200 million reduction of gross operating expenses to be achieved by the end of 2015
2,694,
expenses to be achieved by the end of 2015
• FTEs (internal) ended at 18,905 (2011: 19,440)
• A cost reduction of €250 million together with a 2 500 FTE d ti li d i 2009
Gross operatingexpenses 2012*
Gross operatingexpenses 2011*
2,500 FTE reduction realized since 2009
3636* Adjusted for M&A activity, restructuring costs, provisions for vacant buildings and other non-recurring itemsSource: Achmea
414807_Roadshow 2013.ppt
Overview of 2012 performance by business line
COMBINED RATIO (%)GROSS WRITTEN PREMIUMS (€ MLN)
3,151P t & C lt
,
Exp
en
se r
ati
o
Property & Casualty Income Protection
89.5% 85.9%
139.5%
26.4%
113.1%
135.9%
26.5%
109.4%
-Lif
e
Cla
ims
rati
oE 26.8%
62.7%
26.4%
59.5%
No
n-
2012 2012 20112012 2011
COMBINED RATIO (%)GROSS WRITTEN PREMIUMS (€ MLN)
Achmea market share: 19% in NL
COMBINED RATIO (%)GROSS WRITTEN PREMIUMS (€ MLN)
13,120
nse
rati
o
Basic Health Supplementary Health
98.0% 98.9% 95.1% 94.7%
h
ms
rati
oE
xp
en
3.3%
94.7%
2.8%
96.1%
10.5%
84.6%
9.5%
85.2%
Healt
h
Cla
im
2012 20112012 20112012
Achmea market share: 33% in NL
3737 Source: Achmea
414807_Roadshow 2013.ppt
Overview of 2012 performance by business line (cont’d)
VNB Margin (%)VNB (€ MLN)GROSS WRITTEN PREMIUMS (€ MLN)
2,944-1,8% -0,7%-19 -7
fen
& L
if
2012 20112012 2011Pen
sio
2012
Achmea market share: 14% in Life and 10% in Pension in NL
3838 Source: Achmea
414807_Roadshow 2013.ppt
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Overview of the structural features
Issuer Achmea B.V.
Instrument € [•]m Option B Subordinated Notes (the “Notes”)
Expected Transaction Ratings [BBB], based on an A- Issuer rating (S&P)
Optional Redemption Dates [•] 2023 (the “First Call Date”) and each interest payment date thereafter, subject to regulatory approval
Final Maturity Date [•] 2043 (20 years subsequent to the First Call Date)y [ ] ( y q )
Interest• [•]% p.a. payable [annually] in arrear to [•] 2023• Reset to 3m € LIBOR + [•]bps (100bps over new issue spread) on [•] 2023 and every 3 months thereafter, payable quarterly in arrear
The Notes constitute subordinated obligations of the Issuer and rank pari passu and without any preference among themselves, ranking in a Status / Subordination
g p p y p g , gwinding up and insolvency related events junior to unsubordinated creditors of the Issuer, pari passu with other subordinated obligations that do not rank or are not expressed by their terms to rank junior to the Notes and senior to share capital
Redemption DeferralIf the Issuer is or would become insolvent or a breach of capital requirements is occurring or would occur or if a deferral of redemption is required for any other reason under any future solvency regime for European Insurers applying to the Issuer and the DNB has not waived the requirement to do so then such redemption will be deferred until these conditions to redemption are met and DNB consents to redemption
Special Event Redemption / Substitution / Variation
In case of a Tax Event (requirement to gross up for WHT), Capital Disqualification Event (loss of regulatory capital treatment) or a Rating Methodology Event (loss of S&P equity credit – redemption only permitted from year 5), the Issuer may redeem/substitute or vary terms to remedy such event (provided the terms of the resulting notes are not materially less favourable to investors), subject to regulatory approvalRedemption in each case at par plus accrued interest and arrears of interest (if any)Accrued and arrears of interest (if any) must be settled in case of any substitution or variation
Optional Interest DeferralAny interest payment date other than a Compulsory Interest Payment Date or a Mandatory Interest Deferral Date (interest deferred is cash cumulative and compounding at the prevailing rate of interest – must be settled on resumption of payment on the Notes)
Compulsory Interest Payment Date (Dividend Pusher)
The Issuer cannot exercise its discretion to defer interest on an interest payment date: (i) if in the six months prior to such date, a Compulsory Interest Payment Event has occurred; and (ii) which is not a Mandatory Interest Deferral Date (as defined below)“Compulsory Interest Payment Event” means: (i) any declaration/payment of dividend/distribution on the Issuer’s share capital or other junior or parity ranking instruments that provide for discretionary payments; (ii) any redemption, purchase or acquisition of the Issuer’s h it l th j i it ki i t t t h h d ti h i iti d t d th share capital or other junior or parity ranking instruments except where such redemption, purchase or acquisition was mandatory under the
terms of the relevant instrument
Mandatory Interest Deferral Date
No interest payment shall be made on an interest payment date in respect of which a breach of minimum capital requirements (SCR under Solvency II) has occurred or would occur if payment is made (interest deferred is cash cumulative and compounding at the prevailing rate of interest – must be settled on resumption of payment on the Notes) or if the Issuer is insolvent or if following such payment the Issuer would become insolvent
40Governing Law / Listing / Denoms Dutch / Dublin / €100k + €1k
414807_Roadshow 2013.ppt
ContentsContents
Achmea overview
Key investment highlights
Market leading position• Market-leading position
• Core country base
• Strong capitalisation
• Well-diversified investment portfolio
Results 2012
• Well-diversified investment portfolio
Proposed transaction
Appendix
414807_Roadshow 2013.ppt
Contact Details
For further information, please contact Investor Relations
Bastiaan Postma
+31 (0)6 13117581+31 (0)6 13117581
Gül Poslu
+31 (0)6 209 717 58
Email: [email protected]: www achmea comInternet: www.achmea.com
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414807_Roadshow 2013.ppt
Development of Total Equity and interest rate sensitivities
• Total equity increased 6% to €10,374 million
Development of Total Equity 2011-2012
2010-2011million
• Fund for future appropriation (FFA) increased €413 million to almost €3.3 billion following positive investment results that cover obligations towards
2012 2011
Total equity at the start of the year (€mln) 9,775 10,375
Net profit 453 -208
Dividend and coupon payments to holders of equity results that cover obligations towards our policyholders
Dividend and coupon payments to holders of equity instruments -106 -136
Revaluation equity and fixed income portfolio 205 -50
FX reserves 26 78FX reserves 26 -78
Other 21 48
Total equity year-end 10,374 9,775
43 Source: Achmea
414807_Roadshow 2013.ppt
DisclaimerDisclaimer
The information and the opinions in this presentation have been prepared by Achmea B.V. (the "Company" or“Achmea") solely for use at a meeting regarding a proposed offering (the "Offering") of Notes of the Company (the"Notes"). This presentation and its contents are strictly confidential, are intended only for use by the recipient fori f ti l d t b d d i f f th di t ib t d t th
This presentation and any materials distributed in connection with this presentation include "forwardlookingstatements". These statements contain the words "anticipate", “will”, "believe", "intend", "estimate", "expect" andwords of similar meaning. All statements other than statements of historical facts included in this presentation,i l di ith t li it ti th di th C ’ fi i l iti t th b iinformation purposes only and may not be reproduced in any form or further distributed to any other person or
published, in whole or in part, for any purpose. Failure to comply with this restriction may constitute a violation ofapplicable securities laws. By attending the meeting where this presentation is made, or by reading the presentationslides, you agree to be bound by the following limitations.This presentation does not constitute or form part of, and should not be construed as, an offer to sell, or thesolicitation or invitation of any offer to buy or subscribe for, Notes in any jurisdiction or an inducement to enter intoinvestment activity in any jurisdiction. No part of this presentation, nor the fact of its distribution, should form thebasis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Any
including, without limitation, those regarding the Company’s financial position, prospects, growth, businessstrategy, plans and objectives of management for future operations (including statements relating to, amongothers, expected market growth, future market share, relations with the Company's shareholders, the impact ofregulatory and other related developments, demographic changes, political and economic developments,competition, branch and/or sales network growth, funding plans, interest rates, net interest margin and otherfinancial measures, product development, information technology and potential restructurings andreorganisations) are forwardlooking statements. Such forwardlooking statements involve known and unknownrisks, uncertainties and other important factors, including, without limitation, the risks and uncertainties to be set
purchase of the Notes in the Offering should be made solely on the basis of the Base Prospectus and Final Terms to beprepared in connection with the Offering. This presentation is the sole responsibility of the Company and has notbeen approved by any regulatory authority.The information contained in this presentation has not been independently verified. No representation, warranty orundertaking, expressed or implied, is or will be made by the Company, Deutsche Bank, HSBC, J.P.Morgan, RBS andUBS or any other investment bank involved with the Offering or their respective affiliates, advisors or representativesor any other person as to, and no reliance should be placed on, the truth, fairness, accuracy, completeness orcorrectness of the information or the opinions contained herein (and whether any information has been omitted from
forth in the Prospectus, that could cause the actual results, performance or achievements of the Company to bematerially different from future results, performance or achievements expressed or implied by such forwardlooking statements. Such forwardlooking statements are based on numerous assumptions regarding theCompany's present and future business strategies and the environment in which the Company will operate in thefuture. These forwardlooking statements speak only as at the date of this presentation. The Company cautionsyou that forwardlooking statements are not guarantees of future performance and that its actual financialposition, prospects, growth, business strategy, plans and objectives of management for future operations maydiffer materially from those made in or suggested by the forwardlooking statements contained in thiscorrectness of the information or the opinions contained herein (and whether any information has been omitted from
the presentation). Each of Deutsche Bank, HSBC, J.P.Morgan, RBS and UBS and any other investment bank involvedwith the Offering and, to the extent permitted by law, the Company and each of their respective directors, officers,employees, affiliates, advisors and representatives disclaims all liability whatsoever (in negligence or otherwise) forany loss however arising, directly or indirectly, from any use of this presentation or its contents or otherwise arisingin connection with this presentation.To the extent available, the industry, market and competitive position data contained in this presentation come fromofficial or third party sources. Third party industry publications, studies and surveys generally state that the data
t i d th i h b bt i d f b li d t b li bl b t th t th i t f th
presentation. In addition, even if the Company's financial position, prospects, growth, business strategy, plans andobjectives of management for future operations are consistent with the forwardlooking statements contained inthis presentation, those results or developments may not be indicative of results or developments in futureperiods. The Company does not undertake and expressly disclaims any obligation to review or confirm or torelease publicly any updates or revisions to any forwardlooking statements contained herein to reflect anychange in the Company's expectations with regard thereto or any events that occur or conditions orcircumstances that arise after the date of this presentation. The information and opinions contained in thispresentation are provided as at the date of this presentation and are subject to change without notice.
contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of theaccuracy or completeness of such data. Accordingly, undue reliance should not be placed on any of the industry,market or competitive position data contained in this presentation.This presentation and any materials distributed in connection with this presentation are not directed to, or intendedfor distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, countryor other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulationor which would require any registration or licensing within such jurisdiction.The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or
p p f p j gThis presentation is made to and is directed only at persons who (i) if in the European Economic Area, are personswho are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive2003/71/EC) (“Qualified Investors”); and (ii) if in the United Kingdom, are (a) persons who have professionalexperience in matters relating to investments who fall within the definition of "investment professionals" inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FinancialPromotion Order”) or (b) high net worth entities as defined in the Financial Promotion Order or (iii) otherpersons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a) to (e) of the FinancialPromotion Order or Article 43 of the Financial Promotion Order (all such persons in (i) (ii) and (ii) aboveThe Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ), or
under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold withinthe United States, or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the SecuritiesAct, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of theSecurities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the UnitedStates. Achmea does not intend to register any portion of the Offering in the United States or conduct a publicoffering of securities in the United States.The distribution of this presentation and other information in connection with the Offering in certain jurisdictionsmay be restricted by law and persons into whose possession this presentation or any document or other information
Promotion Order or Article 43 of the Financial Promotion Order (all such persons in (i), (ii) and (ii) abovetogether being referred to as “relevant persons”). Any person who is not a relevant person should not act or relyon this presentation or any of its contents. Any investment or investment activity to which this presentationrelates is available only to and will only be engaged in with such persons.Each of Deutsche Bank, HSBC, J.P.Morgan, RBS and UBS, and their respective affiliates are acting for the Companyand no one else in connection with the matters referred to in this presentation and will not regard any otherperson as their respective clients in relation to such matters and will not be responsible to any other person forproviding the protections afforded to their respective clients, or for providing advice in relation to such matters.
may be restricted by law and persons into whose possession this presentation or any document or other informationreferred to herein comes should inform themselves about and observe any such restrictions. Any failure to complywith these restrictionsmay constitute a violation of the securities laws of any such jurisdiction.
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