Situation in the financial markets and the position of Rabobank
The Supervisory Board closely monitored the situation in the financial markets and its
consequences for Rabobank in 2013. This included a consideration of the capital ratio of
Rabobank Group and an announcement by the Executive Board of securities issues to
achieve the funding targets for 2013. The developments concerning the bank's rating
were also discussed on several occasions.
Rabobank Member Certificates
2013 featured several developments concerning Rabobank Member Certificates. AFM guidelines
to improve investment services needed to be implemented. Against this background, customers
were informed that Rabobank considered it opportune to limit the maximum amount embodied
in Member Certificates compared to the customer's total assets. In addition, there was an
increased supply of Rabobank Member Certificates for a period of several months in 2013
owing to the events concerning SNS and Cyprus. In close consultation with DNB, the Executive
Board sought a solution aimed at enabling Rabobank, on the one hand, to implement its long-
term capital policy and, on the other, to rapidly absorb a temporary oversupply of Rabobank
Member Certificates. Towards the end of the year the Executive Board, supported by the
Supervisory Board, found an appropriate solution. The target group was expanded to include
institutional investors and a listing of the certificates on the stock exchange was announced to
increase their tradability, while at the same time the minimum yield for all holders of the
certificates was increased to 6.5% a year.
On 14 January 2014, the holders of certificates approved these plans following which the
Rabobank Member Certificates were renamed Rabobank Certificates and listed on Euronext
Amsterdam as of 27 January 2014.
In addition to the technical changes concerning the certificates, the Supervisory Board reviewed
communication with members of the local Rabobanks in some depth. This was prompted by
the consideration that the stock exchange listing of the certificates might cause the members
to wonder whether this augured the end of the cooperative. It was therefore re-emphasised in
communications that Rabobank had already been listed on the stock exchange since 1982 with
various bonds, but was and would remain a cooperative bank.The cooperative as a form of
corporate organisation and the way in which Rabobank organises its capital position are two
separate matters. Rabobank Certificates are not akin to the shares used by companies nor do
they provide any control over Rabobank's policies. Despite the limitation of the membership
requirement for holding certificates, members can continue to reflect their commitment to
Rabobank by holding Rabobank Certificates.
Strategic developments
The Supervisory Board gave its approval in the past year to the sale of Robeco, except Robeco
Direct, to the Japanese financial services provider Orix Corporation. The Supervisory Board
considers this development to be in the interests of Robeco's customers and employees.
In 2013 the Executive Board and the Supervisory Board explored the strategic options for
Bank BGZ in Poland. In December 2013 the Executive Board, with the approval of the
Supervisory Board, sold 98.5% of Rabobank's shareholding in Bank BGZ to BNP Paribas Group
(completion of the transaction is subject to the required regulatory approvals). This step offers
Bank BGZ an opportunity to further strengthen its position as a broad-based commercial bank
with an agri-focus. In addition to these divestments, the Supervisory Board considered the
restructuring of ACCBank in Ireland, the growth strategy for Indonesia and the expansion plans
for Rabobank in Turkey via a banking licence. At the end of 2013 the Supervisory Board and the
Executive Board exchanged initial views on the issue of'rebalancing for growth'. This discussion
will be continued in 2014, in combination with the planned strategy debate with the local
Rabobanks in the local committee meetings and the Central Delegates Assembly.
Annual Report 2013 Rabobank Group
