liidependent auditor`s report Report on the financial
Transcription
liidependent auditor`s report Report on the financial
£¥ Building a better worklng world liidependent auditor's report To: the board of directors of NN Investment Partners B.V. Report on the financial statements We have audited the accompanying financial statennents 2015 of NN Investment Partners B V The Hague, which comprise the balance sheet as at December 31. 2015, the profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management's responslbility Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsibie for such internal control as it determines is necessary to enafale the preparation of the financial statements that are tree from material misstatement, whether due to fraud or error. Auditor's responslbility Our responslbility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit aiso includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficiënt and appropriate to provide a basis for our audit opinion. Opinion with respect to the financial statements in our opinion, the financial statements give a true and fair view of the financial position of NN Investment Partners B.V. as at December 31, 2015 and of lts result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Ef Page 2 Building a better werking world Report on other legal and regylatory requirements Pursuant to the legal requirement under section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by section 2:391 sub 4 of the Dutch Civil Code. The Hague, April 29, 2016 Ernst & Young Accountants LLP signed by M.J. Knijnenburg Building a better werking world Publication of auditor's report 1 Condltlons Authorization to publish the auditor's report Is granted subject to the following condltlons: Further consultatlon wlth the auditor is essential If, after this authorization has been granted, facts and circumstances become known which materlally affect the view glven by the flnancial statements. The authorization concerns inclusion of the auditor's report in the annual report to be tabled at the Annual General Meeting (hereafter AGM) incorporating the flnancial statements as drawn up. >¦ The authorization also concerns inclusion of the auditor's report If the auditor becomes aware of events that may be of material significance to the financial statements, the auditor must consider whether those events have been adequately recognized and sufficiently disclosed in the notes to the financial statements. If between the date of the auditor's report and the date of publication of the financial statements, the auditor becomes aware of a fact that may have a material impact on the financial statements, the auditor must assess whether the financial statements should be amended, discuss the matter with management and act as circumstances dictate. 2.5 Trade Registrar 2 Explanatlons to the condltlons The financial statements are tabled at the AGM (legal entities coming within the scope of Title 9 of Book 2 of the Dutch Civil Code table the directors' report and the other Information as weil). The AGM considers adoption of the financial statements. Oniy after the financial statements have been adopted, do they become the statutory (i.e., the company) financial statements. As a rule, the statutory financial statements will be adopted without amendment. The auditor's report must be attached to the statutory financial statements as part of the other Information. As a rule, the text of this report wiil be the same as that issued earlier. The documents to be made public by filing at the offices of the Trade Registrar wiil consist of the statutory financial statements, the directors' report and the other Information. The auditor's report which refers to the unabridged financial statements wiil then have to be incorporated in the other Information. If consideration of the financial statements by the AGM does not result in any amendments, the auditor's report may be attached to the financial statements adopted, by the AGM and, provided the annual report and financial statements are filed promptly at the offices of the Trade Registrar, pubiished as part of these annual report and financial statements. 2.1 Board of supervlsory drrectors and board of executlve dlrectors 2.6 Other menner of publication in the annual report to be filed with the Trade Registrar, provided consideration of the flnancial statements by the AGM does not result in any amendments. Financial statements for filing at the offices of the Trade Registrar which have been abridged in accordance with Section 397 of Book 2 of the Dutch Civil Code must be derived from the flnancial statements adopted by the AGM and a draft version of these financial statements for filing purposes must be submitted to us for Inspection. The auditor's report can also be included If the flnancial statements are pubiished electronically, such as on the internet. In such cases, the full flnancial statements should be pubiished and these should be easily distingulshable from other Information provided electronically at the same time. * If the pubiished financial statements are to be included in another document which Is to be made public, authorization to include the auditor's report must again be granted by the auditor. The auditor usually forwards hls report to the board of supervlsory dlrectors and to the board of executive directors. This is pursuant to Book 2 of the Dutch Civil Code. section 393 which stipulates Inter alla: "The auditor sets out the outcome of hls examination in a report". "The auditor reports on hls examination to the board of supervlsory directors and the board of executive directors". 2.2 Annual General Meeting (AGM) Publication of the auditor's report will only be permitted subject to the auditor's express consent. Publication Is understood to mean: making avallable for circulatlon among the public or to such group of persons as to make It tantamount to the public. Circulatlon among shareholders or members, as approprlate, also comes within the scope of the term "publication", so that Inclusion of the auditor's report in the annual report to be tabled at the AGM similarly requires authorization by the auditor. 2.3 Auditor's reports and flnancial statements The authorization concerns publication in the annual report Incorporating the financial statements that are the subject of the auditor's report. This condltion is based on the auditors' rules of professional practice, which state that the auditor will not be allowed to authorize publication of hls report except together with the flnancial statements to which this report refers. The auditor will also at all times want to see the rest of the annual report, since the auditor is not allowed to authorize publication of hls report if, owing to the contents of the documents jointly pubiished, an incorrect Impresslon is created as to the significance of the financial statements. 2.4 Events between the date of the auditor's report and the AGM Attention should be paid to the fact that between the date of the auditor's report and the date of the meeting at which adoption, as approprlate, of the financial statements is consldered, facts or circumstances may have occurred which materlally affect the view given by the financial statements. Under COS 560, the auditor must perform audit procedures designed to obtain sufficiënt audit evidence to ensure that all events occurring before the date of the auditor's report that warrant amendment of or disclosure in the financial statements have been Identlfied. The financial statements may also be pubiished other than by filing at the offices of the Trade Registrar. In that event, too, inclusion of the auditor's report is permitted, provided the financial statements are pubiished in fuli. If publication concerns part of the financial statements or If the financial statements are pubiished in abridged form, publication of any report the auditor has issued on such financial statements wiil be prohlbited, uniess: a. He has come to the conclusion that, in the circumstances of the case, the document concerned is approprlate Or b. Based on iegal regulations, publication of the document concerned is ali that is required If iess than the fuil financial statements are pubiished, further consultatlon with the auditor is essential. If the financial statements and the auditor's report are pubiished on the internet, It should be ensured that the financial statements are easily distingulshable from other Information contained on the internet site. This can be achteved, for example, by inciuding the financial statements as a separate file in a read-only format or by inciuding a warning message when the reader exits the financial statements document. 2.7 Inclusion in another document If the pubiished financial statements are to be included in another document which is to be made public, this Is consldered a new publication and authorization must again be obtained from the auditor. An example of this situation is the publication of an offering circular which includes the financial statements, after these financial statements have been filed at the office of the Trade Registrar together with the other annual reports. For each new publication, authorization must again be obtained from the auditor. 2.8 Events after the AGM Even if facts and circumstances have become known after the adoption of the financial statements as a result of which they no longer give the statutory true and fair view, the auditor must stand by the report issued on the financial statements as adopted and by the auditor's report filed at the offices of the Trade Registrar. In that event, the legal entity is required to file a statement at the offices of the Trade Registrar on these facts and circumstances accompanied by an auditor's report. In this situation, too, further consultatlon with the auditor is essential. 2015 Annual Report - NN Investment Partners B.V. NN investment partners For !denti|^fon purposes onfy Ernst & Yomïi5ffroc?untants LLP I1&. 13 BuDdIng a Ksa u woftd ¦ui ¦ 'Hl'!! >>!y!i5fKj L-V (Kjt infou-ïtHW i'! OilVi.i.M', Annual Report contents Board of Dircctors' report 3 Balonce sheet 7 Profil and loss account 8 Stotement of cosh flows 9 Principles of voluotion and determinotion of results 10 Notes to the balonce sheet 11 Notes to the proftt and loss account 16 Signing by the Boord of Directors 19 Other Information 20 For identifMatfbn purposês only Ernst & Young /^oontants LLP BuUdIng a better working world 1 .OruirHH nfiijol Acc.ounis SiantiiCi by the Board fHiioi infoimahoii of Dsrectors Board of Directors' report Company profile NN Investment Partners B V. is a Dutch iegol entity prlmanly engoged in coilective end Individual portfolio management activlties NN Investment Partners BV acts os manoger of all Dutch NN investment funds, as boord member of certain NN investment companies (NN Paraplufondsen) and os investment manoger/odvlsor for proprietary ossets (NN Group ossets) and the ossets of third porties (institutional dients) NN Investment Partners B V. is engoged in rendering investment management services abroad. including the management of the ossets of foreign investment funds The company hos been oppointed os Global Distributor by the management company of the Luxembourg based NN SICAVs Also NN Investment Partners B V's distribution platform 'Fitvermogen' enobles retail dients to invest in NN Funds NN Investment Partners BV has been licensed since May lith 2006 pursuant to Section 265 Wft (management of non-UCITS funds) and hos been licensed since June 6th 2014 pursuant to Section 2 69b Wft (management of UCITS funds) The company Is under supervision of the Dutch Authority for the Financial Markets (AFM) and De Nederlandsche Bank (DNB) The 2 65 Wft license was converted to an AIFMD license os of July 22nd 2014. In the course of 2015 an extension on the licence was gronted, authonzing NN Investment Partners B V to provide investment odvice and individual portfolio management services NN Investment Portners BV is under regulation of the AFM (and DNB with regards to the prudential supervision) and a prior reliability ond suitability ossessment of its Board Members is required for their appointment in the Board of Directors NN Investment Partners B V hos established branch offices in Germony, France. Spain. United Kingdom. Romonia and the Middle East Governonce Dutch law requires thot fund management companies toke care of independent supervision on the execution of its policies and the procedures and systems of the monagement company The Dutch osset management industry ond its branch organisation are dedlcoted to self-regutation on this area. which has resulted in the compliance of tho Dufas Principles of Fund Governonce These principles are the Industry-wide interpretation of the legal requirements on sound management os mentioned in the "Wet op het financieel toezicht", The shareholder of NN Investment Partners B V, as well as NN Group oims to have on adequate and balonced composition of the Management Boord of NN Investment Partners BV Thereto. it oims to achieve o gender balance by hoving at leost 30% men and at least 30% women omongst the members of the Baard However, seeing that the shareholder of NN Investment Partners B.V needs to balance several relevant selection criteria when composing the Board, the composition of the Boord of NN Investment Partners B.V did not meet the above-mentioned gender balance in 2015 The shareholder of NN Investment Partners B.V, will continue to strive for on adequate and balanced composition of the Boord of NN Investment Partners B.V, in future oppointments, by taking into account oll relevont selection criteria including, but not limited to, gender balance Financial situatiën and result 2015 Gross income from operations increased to € 255 2m (2014 € 94 9m) The mam reason for the increosed gross income was due to the merger of the Dutch offiliated Iegol entities AZL Vermogensbeheer B V. and NNIP Insurance Companies B.V (formerly known as ING AM Insurance Companies B.V) and the demerger of NNIP Asset Management B V into NN Investment Partners B V The fee and commisslon expenses and other operating expenses for the yeor increased significantly to € 68 6m (2014. € 24 6m) also as a result of the de(merger) For 2015 the positive result before tox generoted by NN Investment Partners B.V amounts to €1866m (2014- € 70 3m) Risk fdanagement Mettiodology The NN Investment Partners BV (NN IP) organisation presents several "In Control" statements (eg iSAE3402) to dients. sharehoiders. regulators and other stokeholders For thot purpose NN Investment Partners B.V. uses an integroted approach and governonce. The 'In Control" statements ond the work performed for these statements (Risk assessments, Control testing, Evaluoting testing results) form lorgely also the basis for this risk poragraph NN Investment Partners B.V. is internaliy governed by a management board On this boord all functional llnes within the organisation are represented The IMC is responsible for maintaining a governonce framework that encourages a strong control environment and contributes to integrity. ethicol values and operational excellence For identiftca|;»on purposês only NN Investment Partners B.V. 2015 Annuoi Repon Ernst & Young AeeSnnratlts LLP 3 Bultdinq a better wof king world ( OiMCf!'- Siqiliiig liy BiK.fid ( Mn-*' oi I Mlf'i 'hm r. Board of Directors' report - continued The most significant risks and control measures For NN Investment Partners B V, the risk oppetite is definod os the acceptoble and authorised maximum ievel of risk in each of the risk areos in order to ochieve its business objectives within approved budgets The nsk areas ore categorised in the folowing areas • Strategy • Operating octivities • Financial position ' Laws rules and regulotions Strategy The strategie nsk is included implicitly os part of business risk As a result of the credit crunch, NN Investment Partners B V hos performed an assessment on the total outflow The outflow of the funds under the Europeen scape was relatively limited Bosed upon this no necessity orose to close ony fund and the business impact therefore remained smaii The company saw almost no volatility in revenues This hos been ossessed ond. combined with the cost contoinment at iMC and underlying departments' tevel, we fjelieve this risk is sufficiently controiied Operating octivities In this section we take into account several stress tests to see whot the operotionol impact will be and relate these scenarios to the impact of our capital Fraud The risk of internol fraud inherentiy is within eoch business unit with employees The usuai mitigoting measures within NN IP, such as segregation of duties between portfolio management, trading desk and back office, limit the octuoi risk of internoi froud There is however olways the risk of internol fraud from overriding or bypossing the internal controls The company regards this os a limited risk Important to note is the segregation of ossets, no physicai ossets can be stolen as these ore held by the custodians who only act upon instructions foilowing the process with the segregation of duties. - Conflicts of interest A possible scenario could be to have a conflict of interest enocted through the transfer of securities between two funds, where the purpose is to hove interest of one dient more ot heart than another dient. This may resuit in claims from clients, reputotion domoge or fines from the regulator Controls within NN iP to prevent this from happening are the involvement of Compliance and Risk in fund restructuring guiding principles, as described in the Affilioted Tronsoctlons Policy. where specific rules obout cross-trades are stipulated Suppller Foilure A critical third-party suppiier failing to provide the Ievel of service desired and contracted for. can cause operationai disruptions, potential iitigation costs ond severe deciines in the quaiity of customer service Potential impact could be the loss of reputotion, higher cast of o new service provider or cost of externoi staff when toking the activity back on o temporary basis. The company has controls in place thot mitigote the risks, such as pre contract partner due diligence investigation. monitoring sen/ices provided, including potential breaches of mandates and the outsourcing contract, regular Service Level Management ond internal review of the control reports from the service suppliers - Partnership Failure Default of 0 major partnership provider of critical services may resuit in disturbance of critical octivities untii exit/cantingency strotegies con be enacted in order to mitigate this risk a number of measures ore in place including the monitoring of credit worthiness of partners, cleoriy documented exit and contingency strotegies and iimits on counterparty exposures including independent monitoring of these limits Pandemic Outbreak of o globai pandemic of influenza can affect o lorge fraction of critical staff at NN IP and/or business partners and consequentiy impact the business' operotions. Essentlal to reducing the impact of the pandemic is to prevent viruses spreoding across critical staff by preventing them from physicolly interacting at the same place with staff that have been infected Such measures include the spreading of staff of critical departments across independent sections of the office, working from several offices and hoving criticoi staff work from home The last meosure hos olreody become common proctice within NN iP. - Marketing of products Deficiencies In the deveiopment, design or approvol of investment products can lead to loss of new business, finoncial losses or o liabiiity gap for the firm This affects all eiements of the product including marketing moterial A complicoting factor is the differing local requirements on products ond services This may resuit in reputotionai damage or regulatory fines Measures to seriousiy reduce the impact of this scenario ore twofoid On the one hand NN IP hos implemented o solid product approvol process covering oil new or omended products Invoiving control functions like Risk and Complionce Furthermore Compliance is involved in the production of ail marketing materials ^ NN Investment Partners B.V. 2015 Annuol Report r:r>!i!(-rii . • ¦ Aiinufjl Accoiinis Sicjüing by ihe Bourd Obiennfofiimiiun c.f Otre.':(OfS Board of Directors' report - continued Financial position The finoncial position risk pertoin to the balance sheet of NN Investment Partners BV os well of the revenue streoms. - Credit and counterparty risk The credit and counterparty risk exposures that NN IR has on its own balance sheet are lorgely related to recelvables and deposlts Recelvobles consist mainly of dient invoices Client profiles (osset management clients usually have osset surpluses) historically hove shown thot defoults of counterparties, os well os the loss given defaults, are very rore - Earnings at risk NN Investment Partners BV s most Important finonclol risks Involve losing clients due to poor performance, non-complionce with laws and regulotions and operotionol risks in the investment processes. odministrative processes ond IT Other nsks relote to worsening markets and thus decreasing ossets under management and related income (for exomple os a result of rislng interest rotes), while the cost base Is lorgely fixed On the other hond, as NN Investment Portners BV only monoges third party and related party ossets, the credit. Iiquidity ond cash flow nsks ore borne by the clients, NN Investment Partners B V occepts the risks of morket Impact on lts ossets under management ond the reloted Income derived Laws. rules and regulotions Both the boord of NN IP and the Manogement Boord of NN Group are committed to preserving its integrity ond reputotion Therefore. NN Group requlres oll lts businesses to have o good under-stonding of and odherence with opplicable laws. regulotions and stondards In eoch of the markets ond jurisdictions in which it operotes NN IP hos odopted the NN Group Complionce Charter ond Framework to help businesses effectively menage their complionce risks An overvIew of relevant locol lovrs ond regulotions ore covered in NN IP locol Complionce Chorts The Complionce Chorts describe the complionce risks whlch ore moteriol ond relevant to NN IP. Comploints ore olso on important element of event identlficotion A comploint hondling ond response procedure is ovoiloble and the process has been Implemented Our Client Servicing team Is awore of the procedures surroundlng the receiving of comploints Complolnts handling is deolt with In employee training ond communicoted by manogement to employees Also 0 Whistleblower procedure Is ovoiloble ond reporting of Whistleblower coses Is implemented Whistleblowing reporting officers have been oppointed and Instructed There Is o documented methodology for Investlgotlon that protects oll involved porties during the process To ollow the complionce function to perform its duties, it has direct reporting lines to both the boord and Corporale Legol & Complionce of NN Group Impact on the finoncial position and result in case significant risks would moterialize As O result of vorious finoncial crises, dynomics of the Investment morket chonged significontly ond morket circumstonces have become more volotile ond unpredictoble We however feel thot. considering olso our losses from incidents related to the morket circumstonces in the lost 7 yeors. the current copital is sufficiënt to cover for future losses from operotionol incidents Besides these operotionol losses we olso used stress scenorios on our gross revenues ond operoting results from morket circumstonces These stress tests olso led to the conclusion thot our current capita! IS sufficiënt to obsorb market shocks - Risk and uncertainties that had a significant impact during the year During 2015 the finoncial morkets hove been highly volatile The market impact on the Asset under Management of NN Investment Partners BV. have been significont This has negatively impocted the revenue during the yeor - Improvements to the risk management systems During 2015 the risk manoged systems undergone updates ond smoll improvements No significont chonges to the risk management systems were undertoken os NN Investment Partners B V believes to be in control of the opplicoble risks Key Developments 2015 In relotion to the IPO of NN Group in 2014 o rebronding program hos been executed As port of this rebronding program, the business line ING Investment Management was rebronded into NN Investment Partners The name of the compony chonged from ING Fund Monogement B,V. Into NN Investment Partners B V effective os of April 7'^ 2015 For Idenfificatli^ purposes onfy Ernst aVoungAcodSm^tSLLP r- NN Investment Portners B.V. 2015 Annuol Report ËW ^ ]f ByMngabcttsf S ti woriJng vvodd AiSrniul At COlims li- il }1 ot liitonui Board of Directors' report - continued With the introduction of the new brand it was onnounced thot NN Investment Partners would continue to pursue further opportunities to improve the (legal) orgonization • As of April 15,2015 the Dutch affiliated lego! entities AZL Vermogensbeheer BV and NNIP Insurance Companies BV. (formerly known as ING AM Insurance Companies B V.) merged into NN Investment Partners B V • Subsequently NNIP Asset Management BV partially demerged Into NN Investment Partners BV effective as of June 8.2015 As a result most of the rights. duties and obligations (inciuding the octivities of most bronch offices) of NNIP Asset Monagement BV have been outomatically and entirely tronsferred to NN Investment Partners B V, As 0 result of a periodical evoluotion of the costs applicoble to the P and N share classes as well os an assessment of future oosts. NN Investment Partners B V decided to olter the fixed service fees opplicoble to the relevant share classes os of July Ist, 2015 Two new funds were lounched in 2015. the NN Dutch Residential Mortgoge Fund (AIFMD regime) and the NN First Closs Selective Possive Return Fund (UCITS regime) In close partnership with NN Bank. the NN Dutch Residential Mortgages Fund is providing access to Dutch mortgages accommodoted by NN Bank The NN First Closs Selective Possive Fund has been lounched to meet morket demand in Dutch pension space for DC possive solutions End of 2015 NN Investment Partners BV was monoging 70 funds of which 47 funds ore governed by the UCITS regime and 23 are governed by the AIFM Directive regime Outlook 2016 The long term ambitions of the company ore to achieve top quartile customer satisfaction scores in the vorious customer segments that we operote in. become o leoding osset manager by size and profitobility within our peer group. and to provide employees with on open, diverse and stimulating work environment The product strotegy of the company hos been oligned with the overall strategie goals, resulting in the definition of several key pockets that will drive future growth enhonced by ESQ considerotions across the product ronge and volue choin In order to maintain profitobility while at the some time investing in new and promising product oreos and dient initlotives. NN Investment Partners B V Initioted o restructuring program In 2015, under the header Focus, Simplify and Optimise As a result, o number of octivities will be rightsized while at the some time the appropnote octivities will receive more focus and attention A key strategie agenda Item for 2016 wili be the delivery of this program, resulting In an organizotion thot is reody to benefit from important morket trends, without jeopardizing current business in force, and hence securing the future of NN Investment Portners B V as o significant contributor to the growth of NN Group N V. The Hague, 29th of April 2016 fhc Board of Directors C.E.M Beckers D.G.Keiller J W van der Wol M C,W. den Hollander M O Nijkamp BGJ van Overboek MC. Vink J W.F. Stoter NN Investment Partners B.V. 2015 Annuai Report i'-onSfrii;- Bfi't.fl ni Diiecfoi? Siyriïiifj ny fltp Bimir! rejjoi! oi i)ilör:iOi5 OHtei mroi lüat'ori Balance Sheet Balance sheet As ot 31 December Amounts In EUR iiourj 2015 2014 129294 164,367 0 0 303013 0 0 Fixed ossets Finoncial fixed ossets t Tongible fixed ossets Intongible fixed ossets ¦i Totol fixed ossets ^ 9.352 Current ossets Debtors Group Compomes Other ossets Cosh ond cosh equivalents Totol current ossets Totol ossets ; 38271.232 8.233,151 262.533,067 76.518.661 62,927,515 0 1399,967 0 365.131.781 84,751,812 365,434,794 84,751,812 Equity Shareholders' equity Issued and poid-up copitoi Ölher reserves Totai equity 193375 193.385 262,246,959 70.756.615 i^44Ö,344 7Ö,949l99Ö Liabilltles Provisions 1.31B218 2958557 Current liabilltles Creditors taxes Ötber iiabiïilies totqj liabilities Totol equity ond liabilities 570341 8.974.681 3769 946 14152.538 6 502978 78549013 101,676,232 10,843^65 365,434,794 84.751,812 For identific^^ purposes onfy Ernst & Young Acctiü^nts LLP -t NN Investment Partners B.V. 2015 Annual Report SlUnH'h; jiv i>!C' '.'V Profit and loss account Profit and loss account For ihe yeor ended 31 December Amounis in EUR iwres 2015 2014 Gross manogement fee and commisson rncome Fee ond commission expenses t¦ Otfier operaling expenses P. Net resuftfrom operations Financiol income ond expenses Result from operations before tox Income tox Net result from continued operations Apprcpnation oi the result Add to other reserves NN Investment Partners B.V, 2015 Annual Repon 255213358 94.87t.314 -46,744706 -11033,724 -21,887,651 -13.537,476 186^1,001 70,300.115 -1,067 -50109 186579.934 70,250.005 -47,201,307 •17.591,689 139,378.627 52.658,316 2015 2014 139,378.627 52,658.316 Bouiti of DirectOiS Sigmnti by tlie Booi O I Oi'tl.M 1 oi Diieciois Ufiit^i iüforiHCitiOfi Statement of cash flows Statement of cash flows For the yeor ended 31 December Amounts in EUR 2015 2014 139.378,627 52658316 -1.640339 2958.557 Cash flows from operatlng actlvities: Result from opeiotions ofter tox Adjustments for Provisions Chonges in Debtors -30,038.082 3,571237 Group componies -186014.406 -8.212592 Other ossets -62927515 -780.565 Current liabilities 90,832958 372 878 45044 -5599945 0 0 3,364 197,111.717 0 0 147,124,256 44,775,007 Chonges in Dividends received Depreciotion tongib'e fixed ossets Depreciotion intongible fixed ossets Tronsfer of ossets ond liobilities due to de(merger) Net cash ftow from operatlng octivities Cash flows from Investmenl activltiGs; 224.993 Movement in secunlies -195,700 Transfer of fixed ossets due to de(merger) Acquisition of fixed ossets ""502.172 O Transfer of finoneial fixed ossets due to de(merger) ~m,299" Net cash flow from investing activitles 224,993 Cash flows from financing oclivities Dividend poid -145Öo5,OÖO -45.000.000 10 Issuonce of shores 0 -144,999,990 -45,000,000 Net cosh flow from financing octivities Net cosh flow Cash ond cosh equivolents os ot the beginning of the period 1,399,967 0 0 0 Cash and cash equivalents as at the end of the period 1,399,967 O For identlfica^ purposés only NN Investment Partners B.V. 2015 Annuo! Report Ernst & Young AcccwrantS LLP Q Efi Building a better werking worid Hcviiil •v,;! ¦ Sujüinc; ,ji ijy iiii IjlltCiOl iiu'iifl ^ - Principies of valuotion and determination of results General NN Investment Partners B V is through o number of group componies o wholly-owned subsldiary of NN Group N V,, (its Immediote porent is NN investment Partners Hoidings B V.) situoted in The Hague, Aii omounts ore in euros uniess stoted otherwise Principies of valuotion of ossets and liobilities and the determination of results The 2015 finoncioi statements of NN investment Partners B V ore prepored in occordance with genercliy occepted accounting principies inciuded in Port 9. Bock 2 of the Dutch Civii Code For the profit and ioss account the categoncol ciassification is appiied, The cash fiow statement has boen prepored oppiying the indirect method The merger of the iegal entities AZL Vermogensbeheer B V and, NNiP Insurance Companies B V, as weii as the demerger of NNiP Asset Management BV. hos been processed according to "carry over occounting" principies The finoncioi statements of NN investment Partners BV ore inciuded in the consoiidated financial statements of NN Group NV Basis of preporotion If no explicit accounting poiicy is given for on individuoi item on the balonce sheet and profit and loss account, the item is accounted for ot fair volue Finonciai fixed ossets investments in porticipations ore vaiued ot the net osset voiue per 31 December 2015 and translated at year-end foreign exchange rate. The resuit of the foreign porticipations is translated at the average rote For participations, which ore vaiued at net osset value, but no controi con be exercised on dividend poiicy, the unpoid results are added or removed from the legai reserve participations, if the cumulative resuit is positive Tangible and intangible fixed ossets Tangibie and intangible fixed ossets ore vaiued at the cost price model The corrying voiue is cost price minus depreciation or amortization Assets and liabihties Cash and provisions are at nominai vaiue and receivabies, group companies, debtors, other assets and short term iiabllities ore at omortized cost Foreign currencies Transoctions in foreign currencies ore translated to the respective functionol currencies of the foreign cntilies ot the exchange rate ot the dates of the transoctions. The foreign currency gains and iosses orising on the monetary assets and iiobiiities are inciuded in the profit and loss account. Taxes Aii taxes ore caicuiated bosed on the current tox iegisiation. Income and expenses Ail income and expenses ore oiiocoted to the finoncioi period to which the income or expenses reiates Comparotive finonciols Bolonce sheet accounts hove not been restoted ofter the merger of the obove mentloned entities in 2015 Exchange rate agoinst euro as ot 31 December US dollar (USD) Bntish pound (GBP) (CZK) (DKK) (HÜF) Czech crown Danish crown Hungorion forlnt Joponese Yen (jPY) Romanio Leu (RON) (SEK) (THB) (AED) Swedish Crown Thoi boht United Arob Emirotes Dirhom 20t5 2014 108900 0734400 2702000 7462500 3155200 1311400 4 523300 9184600 1215000 0778622 2771050 7445500 3154260 1451190 4482803 9384296 3997350 4462756 3924760 3999900 For identlficat^^fjurpo^s onfy NN Investment Partners B.V. 2015 Annuai Report Ernst & Young Accoupslrtts LLP IU 1/ if Buiidfngabetter * worKifig world Bornd oi ¦" ¦^^^¦ Sigmug bv the Bïkh-'J OiheMnlOM-iiatiOf; repou i)f DS'TKP.Ü!"S Notes to the balance sheet 1 Financial fixect ossets Financial fixed ossets 2015 2014 NN Investment Poaners Belgium S A NN Investment Portners Luxemljourg S A 77 0 129.217 0 0 129,294 Toto! NN Investment Partners BV. holds one share at 77 Euro per share of NN Investment Partners Belgium S A, located In Brussels, Belgium This represents O 0001% of this Belgium entity Due to the portiol demerger of NNIP Asset Management B V into NN Investment Partners B V the financial fixed ossets Increased from €0 in 2014 NN Invesiment Partners Belgium S A Ö" O cT ff "ö O Bolonce os of 1 Jonuory Resuïl current yeor transfer of porticipotions due to the de(merger) Dividends recewed 77 Ëkilance as of 31 December O O On Ist June 2015, NN Investment Partners BV were tronsferred the share of NN Investment Partners Belgium 5 A from NNIP Asset Management BV.through the demerger process mentioned obove NN Investment Partners LuxemlxurgSA O O " cT O '502.09^ T Bolonce os of 1 Jonuory Rosull cutrent yeor tronsfer of porticipotions due to tho de(merger) -372,878 O Dividends received "129017 Ö Bolonce os of 31 December On 8th June 2015, NN Investment Partners B V were tronsferred 227 shores in NN Investment Partners Luxembourg S A by NNIP Asset Management B V, through the demerger process mentioned above this represents 3 37% of the total shares of Luxembourg 2 Tongibte fixed cissots Tongible fixed ossets 2015 2014 Cumulotive cost volue os of 1 Jonuory Cumulotive depreciotion os of 1 Jonuory Book volue os of 1 Jonuory Cumulotive cost volue tronsferred from the defmerger) 213,592 -30608 Cumulotive depreciotion tronsferred due to the defmergor) 26,427 Investments 0 0 Book volue os of 31 December 164.367 0 0 Cumulotive cost volue os of 31 December 240,019 0 Cumulotive depreciotion os of 31 December -75,652 0 0 -45,044 Depreciotion 164.367 Toto! Tongible fixed ossets relote to office equipment and the depreciotion methcd used is ollocating the percentage of the osset occross the period in which it is utilized Referred to os the straight line method The period of depreciotion reiotes to 2 to 5 years For identiflcatjhwvpurposes ohfv Ernst & Young Accoiirft^iS LLP -j-j NN Investment Partners B.V. 2015 Annuoi Report }-,« n Building a bettef ..£3 iJ werking worid J f/\ \ S!f.{nuui h . H' m n \\ \ 'nUv-> ivji)-''?! '.if Notes to the balance sheet ~ continued 3 Intangible fixeci cissuts Intangible fixed ossets 2015 2014 Cumulative cost value as of 1 Jonuary O O CumutalivedepreciaiionosoTi ianuary BookvalueasoflJanuary O O O O Cumulative cosl volus Ircnsferred due to the de(merger) 14,972 O Cumulative depreciation tronsforred due to the do(mergor) -2 256 O investments Depreciotion Bookvalueasof 31 Ö O -3364 December O 9,352 O Cumulative cost value as of 31 December 14 972 O Cumulative depreciation os of 31 December -5.620 O Totcl ^ Intangible fixed ossets relote to an liccnces and development of a software application for mobile phones of clients The depreciation method used is oliocoting the percentage of the osset accross the period in which it is utilized Referred to as the straight line method The period of depreciation relates to 3 years 4 Debtors Debtors 2015 2014 Management fee to be received 38 271,232 8.233151 Totcl debtors ' 38,2703? 8,233,151 Within management fees received is an omount of € 16,275.825 (2014 € 0) for group componies. The increose relates to the de(merger) of group entities in 2015 5 Group Componies Group Companies 2015 2014 Inlercompony occount NN Investment Partners inlernotionol Holdings B V 258 534.170 76,518,661 IntercompanyaccountNNIP Beleggersgiro BV 8998,897 O Totcl Group Componies 262,533,067 76,518,661 For pyrposés eniy NN Investment Partners B.V. 2015 Annuol Report Ernst SYoungA^SrlrarttstlP "12 BuIIdlngabetfef 3) U worXirg t worfd Cop.aMUs Bf.süui Ot Oireciois" ¦ ¦ . jMgning hy the Boord Oihei 'iiio:! iTlttf iOl > rilUiie-toi-s. ncdiO!? Notes to the balonce sheet - continued 6 Other cissets Other ossets Receivobles Receivables branches Other ossets Provision for receivobles Prepoyments Revenues for the yeor to be billed bronches Totol other 2015 2014 35,937,606 740996 0 0 329,381 0 -797852 21.659979 0 0 0 5.057,415 ossets 62,927.515 Ö The provision for receivables relotes to on Indian tox ossessment claim to be recovered Within receivables is an amount of € 30.659.530 (2014 was € 0) for group companles, while in revenue to be bllled for the yeor Is on amount of € 8,102,460 (2014 wos € 0) for group compomes The increose relotes to the merger of group entitles in 2015 The prepoyments relotes to the upfront commissions poid to distributors for the sole of o certoln shore closs reloting to specific fund ranges NN Investments Partners poys this upfront commission to these distributors ond recovers the commission over 3 yeors vlo the increosed monogement fee opplicoble to thIs shore closs 7 Casli and cash equivalents Cash and cash equivalents 2015 2014 Cosh ond txink bolonces 236.436 0 Cash and bonk tialances bronches 1.163.531 0 1,399,967 0 Total cash ond cash equivalents The cash ond cash equivalents ore ot the free disposol of NN Investment Partners B V 8 IssuecI and pciici-up copilcil Issued and paid up capitol 38,677 shores of € 500 eoch 2015 2014 193385 193375 NN Investment Partners International Holdings B V Is shareholder of oll issued shores An odditlonol 2 shores of € 5 00 eoch were issued on the 8th June 2015 to the obove porent in relotlon to the de(merger) 9 Other reserves Other reserves 70756615 2014 63098299 -145000,000 -45 000.000 6335781 0 2015 Balonce os of 1 Jonuory Dividend poid Transfer of other reserves AZL Vermogensbeheer B V due to merger T ronsfer of other reserves NNIP Insurance Companies BV due to merger Transfer of other reserves NNIP Assel Management B V due to de(merger) T ronsfer of result branches NNIP Assel Management BV due to de(merger) 102,481,823 0 87.144.981 0 1,149.132 0 52,658316 139.378 627 Appropnation of resull Balonce as of 31 December 262,246,959 70,756,615 NN Investment Partners B,V, 2015 Annuol Report 6ull<fingabeH?f workingworïrf Ia' fi't i'U'h-- Notes to the balance sheet - continued 10 Piovisions Provisions Proviaon lor Fund Tox Assesmenl 2,958.557 2014 0 0 3756.419 2015 Balance os of 1 Jonuory Additions Release Balance as of 31 December -1640339 -797.862 1,318,218 2,958,557 NN Investment Partners BV decided to indemnify the NN Emerging Markets Equity (EME) Fund for a capital gains tox assessment thai was Imposed by the Indien Tox authonties and was paid by the EME Fund The EME fund filed an appeal In India on the copital gems tax assessment In case the appeal is successful, NN Investment Partners B.V hos the right to be disbursed by the EME Fund for lts odvonce poyment of the Indien capltol goins tox In 2016 the Indian Tox outhority ruled In fovor of the EME fund on unpaid tox assessment for the period T' April 2012 end 3T' Morch 2013 The part of the provision related to the unpald port of the tox assessment for the remoinlng periods remains until a further assessment Is mode Tl Crociilois Credltors 2015 2014 570.341 6763928 2210753 0 Credltors Credltors brunches Balance as of 31 December 8.974.681 570.341 Within credltors Is on amount of € 6288.210 (2014 was € 403,476) for group componies The increase rclotes to the de(merger) of group entities in 2015 12 Taxos Income laxes Income lax 2015 2014 Tax 47,201.307 Transfer tax payoble group componies 7890848 26621 3 811228 17494349 0 0 -44,736.184 -17535.631 3769946 Balance as of 1 Jonuory Transfer tax poyable Branches Settled with NN Investment Partners Imernotional Holdings BV Balance as of 31 December 14,152,538 3,769,946 Income tox will be settled with NN Investment Partners International Holdings B V based on commercial profit at statutory tax rate The statutory Dutch income tox rote In 2015 was 25.0% (2014 25,0%) The effectlve income tox rate in 2015 was 25 3% (2014 25 0%) The average statutory tax rate has increased slightly due to the demerger of NNIP Asset Management B,V, with lts associated branch actlvlties in various locations with differing tax rates Hence the effective tax rate is higher than the local Dutch statutory tax rate of 25% For ldentif(cattoft^ürpOSe$ onSv Ernst & Young LLP -i a NN Investment Partners B.V. 2015 Annuoi Report rpw Building a bett^ worhlng world IH (.OKlüOl; Bodif! of L)ifO=ó>«s' Sifjriir.tj by the Booi i) i Ofjo; t oi Düectoi';, Oihoi iiifo/iïicnioo Notes to the balance sheet - continued 13 Other licibilities Other liobilities 2015 2014 Other liobilities 1,605,599 1.541,629 Other liabilities branches 5250435 Soles fee payoble global distribuiion activities 13.738.684 0 4309128 586715 0 0 Trailer fees payoble 1558,224 45150.015 0 0 2,727105 Monogement fees poyable Sub management fees poyable 5226.915 Sales fee poyable 3.196264 Trailer fees payoble global distribution activities Rebale poyable 95,772 65,506 ifotol otherliabiiities re.549,Ö13 6.50:^978 Within totol other liabailities is on amount of € 57,545.127 (2014 was € 2.482,261) for group companles The increose relates to the defmerger) of group entities in 2015, Off bolanco sheet commitmonts Tax commitments NN Investment Partners BV, is in o fiscal unity with its indirect parent NN Group NV along with oll its Dutch subsidiaries NN Group N V and its subsidiaries. thot form part of the fisca! unity ore jointly ond severally liable for toxotion poyable by the fiscal unity NN Investment Portners B.V. 2015 Annual Report i» BuW/nga bette? u workingworid '-•riqïHffPI !)V ihr ' feififU ' t; arm < P r; i i = ' . Hf'U'O o\ Uh'N ihC'i \tA-- ••.•isOff Notes to the profit and loss account 14 Gross management fee and comniission income Gross management fee and commission income 2015 2014 Manogement fees 207186783 94344,112 Sub manogemenl Performance Soies fees Secumies (ees fees ' fees fees Otfienncome 267,842 289 240 1,347.791 IT 271 457 O O 19,901343 lending Advisory 25,980.071 Ö Ó 527,202 totol gross manogement fee and commission income 255^13,368 94,8A314 2015 2014 ~~ 239B34rë 935lÖ,997" Ëuröpe'" Asio USA fotol " " ' 12181314' '3408 566''" 255,213.358 Ö 960.317 94,8n3Ï4 The main items mentioned above ore os foltows Management fee The management fee relotes to fees received for NN fnvestment Partners B V for monoging the ossets of the dient throughout the yecr Sub manogement fee The sub management fee relates to fees received for NN fnvestment Partners B V for co-monoging the ossets of the dient with ether managers either internol crexternol throughout the yeor Soles fee The safes fee relotes to fees received for NN Investment Partners B V for selling the funds monoged on behalf of the dient throughout the yecr. '!5 Fee and commission expenses Fee and commission expenses 2015 2014 Ivtanogement fees paid Sub manogfiment fees poid 7.343,936 11,033723 13 586 764 0 0 0 0 0 83,539 Advisory fees pad Soles fees poid 4,778106 Trailer fees pad 17818,695 Rebate 3,133,666 Totol fee and commission expenses 46,744,708 11,033.723 The moin items mentioned obove ore os follows Management fees The management fee relates to fees paid by NN Investment Partners B V to Internol and external managers for monoging the assets of the dient throughout the yeor Sub management fees The sub management fee relates to fees poid by NN Investment Partners B V, to internol and external managers for co-manoging the assets of the dient throughout the yeor Trailer fees The trailer fee relates to fees poid by NN Investment Partners B V to external disbributors for selling the funds monaged on behalf of the dient throughout the year For identlfl^lbfi'purposis Pnïy NN Investment Partners B.V. 2015 Annuol Report Ernst & Young^^eCwntarits ULP 16 Building a better m U werking world ¦ r fiool cl oH Mfect!" "¦ isu:,!- -c. v» ,i- Signmci hy slie Boord Olher mfgn nerSio!! lono:! of iJiiecUjcs Notes to the profil and loss account - continued 16 Othet operating expenses Other operating expenses Total expenses branches 2015 2014 0 738674 0 319,804 0 82994 0 0 3345865 0 9.464.877 Fixed service fee costs 10.998,299 8.033,581 1,424,475 5,503,895 21.887.651 13.537.476 Solorles expenses 4.977.540 Social securities Pension expenses Expenses share bosed compensatlon Direct costs bronches Other direct costs Total other operating expenses An amount of €78,147 including VAT (2014; € 17,033) hos been taken into account for oudit fees Due to the de(merger) of entities disclosed eorlier the audit oosts have increcsed for 2015 The fixed service fee costs relote to the Dutch fund costs for certoin shore classes In the Dutch fund range. These costs ore paid by the company and a fixed service fee revenue item ollocated os additionai management fees are recelved tooffsets these costs Shore Bosed Compensatlon Included In the solaries expenses are the expenses for Share Bosed Compensatlon for staff In the branches of NN Investment Partners B,V The shares ore granted to o number of senior executlves and to a considerobie number of employees The purpose of the shore schemes, is to ottract, retain and motivate senior executlves and staff Shore awords comprise deferred shares and (until Morch 2014) performance shares The entitlement to the deferred shares and performance shores is granted conditionally, If the porticipont remoins in employment for an uninterrupted period between the grant date and the vesting date, the entitlement becomes unconditional In oddition to the employment conditiën, the performance shares contain o performance conditlon A retention period applies from the moment of gront respectively vesting of these owords 17 Financial income cind expenses Financial income and expenses 2015 Interest and similor income Inierest and similor expenses Exchange rate differences Total financia! income and expenses 2014 0 0 -2394 -2,038 1,327 -48,071 -1.067 -50.109 Exchange rate differences Foreign currency goins 268247 4.309 Foreign currency losses -266920 -52,380 1.327 -48.071 Total exchange rote differences Other explanatory notes The compony reports 50 employees in 2015, (2014 O employees) This is due to the demerger of NNIP Asset Management B V os o result of which the activities of the bronch offices of NNIP Asset Management B V were tronsferred to NN Investment Partners B V These bronch employees now oll work for the bronch offices of NN Investment Partners B V For identifjcfltiofTjjurposes only Ernst & Young AcTOuntants LLP . _ NN Investment Partners B.V. 2015 Annuol Report Byiidirjg a btrttef worhing worid 17 Notes to the profit and loss account -- continued Number of employees per branch as of 3112.2015 NN Investmem Partners B V Ö" NN Investmant Partners B.V (Dubai) Branch 3 NN Investmem Partners B V Spanish Branch " " 5 NN InvestmentPartners BV French Branch ~ '9 NN investmem Partners B V UKBrandi " ' ' NN investment Partners BV The Neiherlands.Bucharest Branch NN investment Partners B V Germon Branch ^ ~ 12 AH ether persons of NNI Investment Partners thot perform cctivities for NN Investment Partners BV ore employed by NNIP Personeel BV, however the solary expenses ore not chorged to this entity, as they are charged to its Immediate parent NN Investment Partners Holdings B V os with all Dutch employees for oil Dutch group entities The expense administrotion is performed by NN Investment Partners International Holdings BV Refoted porties All related porties transoctions are at arnVs length. Actual reloted party tronsoctions ore reported under the notes for eoch relevant section obove NN investment Partners B.V. 2015 Annual Reporl -• fi'Vtid !.{ O'iectfus Afinuni ^ - ' C)!)!-,-?! UiiOitVïfUjrHi imoii ¦¦-_¦ Signing by the Boord of Directors The 2015 finoncial statements of NN Investment Partners BV with o bolcnce sheet totol of € 365,434,794 and o profit ofter tox of € 139,378.627 os well os the notes to these accounts, ore signed occording to the orticles of ossociotion of the compony ond the opplicoble lows ond regulotions, TheiHague, 29'"of April 2016 fhe Boord of Directors CEM Beckers DG Keilier J W van der Vt/ol M C W den Hollander M O Nijkomp BGJ vonOverbeek MC Vink JVtf F Stoter NN Investment Partners B.V. 2015 Annuol Report DuÜdinööbetfijf worWng worid 19 Other information Auditor's report The auditor's report is induded on the next pogo Stotutory regulations concerning the appropriotion of the result The result, occording to the opproved financic! statements, is at the disposa! of the sharehoiders' meeting Profits may only be distributed aft er adoption of the finonciol statements which evidence that the compony's equity exceeds the reserves to be maintcined pursuont to the low and orticies of ossociation and after the Board of Ivfanogement has opproved the distribution Dividend Poyment The company proposcd and paid a final dividend (€ 145,000.000) out of prior yeor oudited profits to its parent entity NN Investment Partners International Holdings B V on June 30.2015 through the joint current account Proposed oppropriatlon of the result The company proposes to odd the finonciol year's result of € 139,378,627 to the other reserves This proposol hos been recorded in the balance sheet- Significant events after bolonce sheet date There ore no significant events ofter balance sheet date Por IdentlfiCjg^purposes only NN Investment Partners B.V. 2015 Annuol Report Ernst 8. Young LIP 20 Building abettef v;orKing worid