29. Main Group Companies 30. Remuneration of the Supervisory Board and the Managing Board About this Report Chairman's Foreword Corporate Management Report Appendices Governance Consolidated Financial Company Financial Statements Statements rate of 4.625%. The contingent liability related to this matter amounts to EUR 140 million (2017: EUR 96 million). Liability Undertakings Pursuant to Section 403 of Book 2 of the Dutch Civil Code, Rabobank has assumed liability for the debts arising from the legal transactions of the following Group companies: Bodemgoed B.V. De Lage Landen America Holdings B.V. De Lage Landen Corporate Finance B.V. De Lage Landen Facilities B.V. De Lage Landen International B.V. De Lage Landen Vendorlease B.V. FGH Bank N.V. Rabo Direct Financiering B.V. Rabo Factoring B.V. Rabo Financial Solutions Holding B.V. Rabo Groen Bank B.V. Rabo Lease B.V. Rabo Merchant Bank N.V. Rabo Mobiel B.V. Rabobank International Holding B.V. A liquidity guarantee was issued by Rabobank for Rabo Groen Bank B.V. In the past, Rabobank has guaranteed the liabilities of a number of group companies. Even though these guarantees have come to an end, Rabobank remains liable for the fulfillment of obligations entered into by the group companies during the term of the guarantees. In connection with the Trust Preferred Securities, Rabobank guarantees the Trust concerned, on a subordinated basis, that the payments from the LLC to the Trust will be made and - in the event that the LLC goes into liquidation - that the LLC Class B Preferred Securities will be repaid and the associated payments on the Trust Preferred Securities will be made (the 'Guarantees'). Under the so-called Contingent Guarantee, Rabobank guarantees the LLC that it will pay the amounts owed under the Guarantees, if these amounts have been due and unpaid for more than 180 days. Cross-Guarantee System following approval by the Dutch Central Bank, the cross- guarantee system (a remnant of the previous cooperative structure of Rabobank Group) was terminated on December 11, 2018. There are no outstanding, residual and/or contingent liabilities. Up until the system's termination on December 11, 2018, the remaining participants were: Coöperatieve Rabobank U.A De Lage Landen International B.V. Rabo factoring B.V. (previously named De Lage Landen Trade finance B.V.) Rabo Lease B.V. (previously named De Lage Landen financial Services B.V.) Rabo Direct financiering B.V (previously named De Lage Landen financiering B.V.) Fiscal Unit for Corporate Tax Purposes Lor corporate tax purposes Rabobank forms a fiscal unit with a number of domestic subsidiaries. Under the fiscal unit, each participating legal entity is jointly and severally liable for the fiscal unit's corporate tax liabilities. In 2018, none of the group companies experienced any significant restrictions in the payment of dividends or the redemption of loans and repayment of advances. The option of group companies to pay dividend to Rabobank depends on various factors, including local regulatory requirements, statutory reserves and financial performance. Rabohypotheekbank N.V. merged with Coöperatieve Raboban k U.A. as of 1 December 2018. On 31 December 2018 Share Voting rights Main group companies The Netherlands DLL International B.V. 100% 100% BPD Europe B.V. 100% 100% Obvion N.V. 100% 100% North America Utrecht America Holdings Inc. 100% 100% Australia and New Zealand Rabobank Australia Limited 100% 100% Rabobank New Zealand Limited 100% 100% The members of the Supervisory Board and the Managing Board are listed in Section 33 of these financial statements. Rabobank regards the members of the Managing Board and the Supervisory Board as key management personnel. In 2018, the remuneration of members ofthe Managing Board amounted to EUR 10.2 million (2017 Executive Board: EUR 8.6 million). Annual Report 2018 - Company financial Statements 235

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Annual Reports Rabobank | 2018 | | pagina 237