% ROBECO
CONTENTS
General
information 2
Report of the supervisory board 5
Report of the management board 7
Financial statements
12
Balance
sheet 12
Profit and loss account
12
Cash-flow summary
13
Notes
14
Other data
23
Spread of net assets
26
List of
securities 27
Purchases and sales
29
GENERAL INFORMATION
ROLINCO N.V. [1]
(investment company with a variable capital, having its registered
office in Rotterdam, the Netherlands)
Coolsingel 120
Postbus 973
NL-3000 AZ Rotterdam
Tel.: +31 - 10 - 224 12 24
Fax +31 - 10 - 411 52 88
Internet: www.robeco.com
Supervisory Board
Paulus C. van den Hoek, chairman
Gilles Izeboud
Johan Kremers (until 21 April 2005)
Philip Lambert (as of 21 April 2005)
Dirk P.M. Verbeek
Management Board
Arnout van Rijn
Volker Wytzes
Fund Manager
Arnout van Rijn
International Advisory Board
Martin S. Feldstein
Toyoo Gyohten
Paul J. Keating
Karl O. P�hl
H.Onno C.R. Ruding
Secretary of the Company
David H. Cross
Management Board of Robeco Groep N.V.
(the holding company of the Robeco Group)
George A. M�ller (chairman)
Stefan T. Bichsel (until 31 December 2005)
Leni M.T. Boeren
Sander van Eijkern
Hans H. van der Koogh (until 8 February 2005)
Constant T.L. Korthout
Niek F. Molenaar
GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders will be held on 27 April 2006 at
11:15 hours at the Hilton Rotterdam, Weena 10, Rotterdam, the
Netherlands. Holders of share certificates to bearer wishing to
attend and vote at the meeting should apply for a written statement
from the Euroclear Netherlands-affiliated institution where their
shares are held, which will give admission to the meeting. The
institutions affiliated with Euroclear Netherlands should submit a
copy of this statement to ABN AMRO Bank N.V. stating the number of
shares held for the shareholder concerned prior to the meeting, and
which will be frozen until after the meeting. This statement should
be submitted not later than 20 April 2006.
Holders of K shares should lodge their share certificates not later
than 20 April 2006 with one of the banks mentioned in the convening
notice of 6 April 2006.
Holders of subshares or an account with Robeco Group Accounts System
in Rotterdam, Banque Robeco S.A. in Paris or Robeco Bank Belgium in
Brussels wishing to attend the meeting should inform the management
board in writing not later than 20 April 2006.
This report is also published in Dutch, French and German. Only the
original Dutch edition is binding and will be submitted to the
General Meeting of Shareholders.
SIMPLIFIED AND FULL PROSPECTUS
A simplified prospectus with information on Rolinco N.V. and its
associated costs and risks is available. This simplified prospectus
and the full prospectus are available at the company's office and via
www.robeco.com.
Supervisory Board
Paulus C. van den Hoek, chairman (67)
Dutch nationality. Appointed in 1990 and last reappointed in 2005.
Lawyer and partner at Stibbe, lawyers and notaries, in Amsterdam, the
Netherlands, since 1965. Former Dean of the Dutch National Bar
(81/84). Supervisory director of ASM International, B�hrmann,
Euronext Amsterdam, Robeco Groep N.V., Robeco and Rorento.
Gilles Izeboud (63)
Dutch nationality. Appointed in 2004.
Former partner at PricewaterhouseCoopers. Deputy justice of the
Enterprise Section of the Amsterdam Court of Appeal. Supervisory
director of B�hrmann, Endex, Robeco Groep N.V., Robeco and Rorento.
Philip Lambert (59)
Dutch nationality. Appointed in 2005. Head of Unilver Corporate
Pensions in London. Chairman of the investment committee of the
Algemeen Burgelijk Pensioenfonds [ ABP, the largest Dutch pension
fund] and member of the investment committee of ABN AMRO
Pensioenfonds. Supervisory director of Robeco Groep N.V., Robeco and
Rorento.
Dirk P.M. Verbeek (55)
Dutch nationality. Appointed in 2001 and reappointed in 2003.
Member of the executive board of Aon Group in Chicago, USA, and
chairman/CEO of the executive board of Aon Holdings in Rotterdam, the
Netherlands. Supervisory director of Robeco Groep N.V., Robeco and
Rorento.
N.B. Only supervisory directorships at listed companies and the
Robeco Group are mentioned.
REPORT OF THE SUPERVISORY BOARD
We herewith present the Rolinco N.V. accounts for the financial year
2005 together with the report of the management board.
The way in which the supervisory board carries out its supervisory
duties is significantly determined by the structure of the Robeco
Group. Discussion of the management of Rolinco N.V. can take place in
the supervisory board of either the company or that of Robeco Groep
N.V. As a result of the personal links between the members of the two
boards, in practice this presents no difficulties. As of 1 March
2006, Rolinco N.V. is being managed by Robeco Fund Management B.V.
(previously this was done by Robeco Nederland B.V.). Robeco Fund
Management B.V. is a wholly-owned (indirect) subsidiary of Robeco
Groep N.V. In line with the recommendations of the Committee for
Modernising Collective Investment Schemes (Winter Committee) to
appoint the management company as director of the investment company,
it will be proposed at the General Meeting of Shareholders to be held
on 27 April 2006 to appoint Robeco Fund Management B.V. as director
of the company, to replace Arnout van Rijn and Volker Wytzes. The
management board of Robeco Fund Management B.V. consists of Edith
Sierman (Chief Investment Officer Fixed Income), Mark van der Kroft
(Chief Investment Officer Equities) en Edwin de Weerd (Manager of
Robeco Fund Services). Arnout van Rijn will still be the fund manager
of Rolinco N.V.
The purpose of an investment institution such as Rolinco N.V., as
laid down in its Articles of Association, is limited to the investing
of its assets in securities in such a way that risks are diversified
with the object of allowing its shareholders to participate in the
profits. At its meetings the supervisory board therefore primarily
devotes its attention to the investment policy, the realized results
and the development of the assets invested, on the basis of frequent
and detailed reports. Attention is also paid to matters relating to
risk management, such as operational and market risks, and
compliance, such as investment restrictions and compliance with
requirements of the regulator. In connection with what has already
been mentioned regarding the structure of the Robeco Group, matters,
such as the risks associated with the investment policy, the
application of instruments to manage these risks and compliance
issues, may also be discussed at the meetings of the supervisory
board of Robeco Groep N.V.
The general policy of the Robeco Group is determined by the
Management Board of Robeco Groep N.V. in consultation with its
supervisory board. This means that matters such as product
development, acquisitions, risk management and compliance are
discussed elaborately at the meetings of the supervisory board of
Robeco Groep N.V. An audit and remuneration committee has been
appointed from the midst of this board, and intensive discussions
were held with the internal audit department and the external auditor
concerning matters affecting the whole Robeco Group. Two members of
this committee are also supervisory directors of Rolinco N.V. Besides
the subjects mentioned, no special issues were discussed at the
meetings of the supervisory board during the reporting year.
In the report of the supervisory board in the 2004 annual report, a
reference was made to the report of the Committee for Modernising
Collective Investment Schemes which was published on 22 December
2004. The recommendations of this report have not yet been fully laid
down in law. We are also waiting for further recommendations
regarding fund governance. As was the case in the 2004 report, this
annual report has already taken several of these recommendations in
account. As mentioned above, the management board of Rolinco N.V. has
appointed Robeco Fund Management B.V. as manager as of 1 March 2006.
Robeco Fund Management B.V. was also granted a license to act like
such by the Netherlands Authority for the Financial Markets on 29
December 2005 on the basis of the new Investment Institutions
Supervision Act. The manager put forward Rolinco N.V. for listing as
an investment institution with the Netherlands Authority for the
Financial Markets.
We have taken note of the contents of the auditor's report presented
by Ernst & Young Accountants and recommend approval of the annual
financial statements. We concur with management's proposal to
distribute a dividend of EUR 0.36 per share in cash.
At the General Meeting of Shareholders on 21 April 2005, Johan
Kremers relinquished his position as supervisory director, having
reached the statutory retirement age. Mr. Kremers has been a member
of the supervisory board since 1997. The board is extremely grateful
for his important contribution to the exercise of its advisory and
supervisory duties throughout this period. At the same meeting Philip
Lambert was appointed as a supervisory director of the company with
immediate effect, to fill the vacancy arising from the departure of
Constant E.M. Beckers as of 4 July 2004. At the General Meeting of
Shareholders Paulus C. van den Hoek was reappointed as a supervisory
director of the company with immediate effect. The vacancy as a
result of Mr. Kremers' resignation has not yet been filled.
According to schedule, Dirk P.M. Verbeek will resign at the General
Meeting of Shareholders to be held on 27 April 2006. Mr. Verbeek is
available for re-election It is proposed that he be reappointed as a
supervisory director of the company with immediate effect.
Rotterdam, 16 March 2006
The supervisory board
REPORT OF THE MANAGEMENT BOARD
GENERAL INTRODUCTION
Sentiment was positive. After a strong first half, stock markets
continued their advance in the second half of 2005. The global
economy grew fast and US consumers did not hesitate to continue
spending. In Europe the situation was also upbeat. The worst of the
pessimism is now behind us and the economy has been exhibiting
healthy signs of recovery. In Japan, after several years, the sun
finally rose again. Developments in the second half of 2005 have
demonstrated that the recovery is structural and prices have been
rising for the first time in years. Then there is China and India:
emerging markets which showed gilt-edged growth figures of 8% to 9%.
Nor did earnings growth disappoint in the second half of 2005,
although investors were hesitant ahead of the publication of new
quarterly figures, but these repeatedly met or even surpassed
expectations. Thanks to the solid earnings growth, stock markets are
still reasonably valued. The P/E ratio is 15 based on an expected
earnings growth of 7% for 2006. P/E ratios have not been this low
since the end of the 1980s. The sky looks clear, which is why many
expect 2006 to be a good year for the stock market. Given all the
facts mentioned above, there is reason enough to be positive.
Still, some clouds may appear on the horizon. 2006 may become the
year in which US consumers stop spending. For years they have been
using the excess value of their houses to finance their spending, but
now that house prices are flattening out, excess values are
decreasing as well. The rise in short-term interest rates will lead
to higher financing costs for short-term mortgages, which may affect
consumer spending. Decreasing consumer spending in the US will also
mean that European and Asian exports to the US will decrease and we
will then see whether the economies of these countries are strong
enough to keep growing on their own.
There is also a risk that earnings growth will slow down. Margins on
many corporate activities have never been higher thanks to sales
growth, cost reductions and higher productivity. Companies are
generating a high free cash flow. The consequence of this is that
managers start focusing on growth again and have the means to put
their plans into action. Capital expenditure will recover and new
staff will be hired. M&A activity will also increase. However, first
costs have to be made which may initially put pressure on margins.
The US also still needs to solve its deficit problems, which may have
positive or negative consequences. Examples of negative consequences
include a sharp decline in the value of the dollar against the euro
or the establishment of trade barriers by the US government. The
stock markets would not appreciate this.
Commodities prices have increased in recent years, short-term
interest rates have been raised repeatedly and wage costs have risen.
Although we have to admit that, as a result of higher productivity,
unit-labor costs have hardly increased and that the rising
commodities prices, interest rates and wage costs have not affected
bond yields so far, this might well happen in the future.
Of all the risks described above, a weakening in US consumer spending
and disappointing earnings growth are the most realistic scenarios.
No one is expecting a huge trade conflict, but because no one is
expecting it if it was to occur it may have far-reaching
consequences.
For the time being we expect 2006 to be a year of solid returns for
the stock markets.
Continuing healthy growth combined with reasonable earnings growth
and low valuations are positive fundamental factors but we should be
on the lookout for clouds. Finally, the question that we asked in the
second half of 2005 is still valid for 2006: 'What is the
alternative? A savings account that offers 2.5% interest? A
government bond that offers 3.3% interest? Or a corporate bond that
offers 3.7%?'
Outlook
INVESTMENT RESULT
Investment results
(in %) Average
over last
2005 2004 2003 2002 2001 5 years
Based on:
- - market price 33.8 2.6 7.7 -32.9 -17.1 -3.8
- - net asset value 33.6 3.8 7.2 -32.3 -18.1 -3.8
Benchmark1) 25.4 3.3 8.6 -32.2 -12.0 -3.5
Dividend in euros2) 0.36 0.28 0.28 0.28 0.36 0.31
Total net assets3) 1.6 1.3 1.4 1.3 2.1
1) MSCI World Index, from 1 November 2002 the S&P Citigroup World
Growth Primary Market Index (Total Return) Currencies have been
converted at rates supplied by World Market Reuters.
2) Proposed for 2005.
3) EUR x billion.
During 2005, the share price of Rolinco rose from EUR 18.00 to EUR
23.73. Assuming reinvestment of the dividend of EUR 0.28 per share
distributed in May 2005, this was an investment result of 33.8%.
Based on net asset value, which rose from EUR 18.12 to EUR 23.84, the
investment result was 33,6%. The fund's benchmark, the S&P/Citigroup
Primary Market Index World Growth (Total Return), rose 25.4% over the
same period.
Rolinco's fortieth anniversary year was a fantastic one, both in
terms of absolute return and relative performance. Nevertheless, we
were disappointed that growth stocks as a group lagged the broad
market by more than 1% which demonstrates that investors are still
not willing to pay for healthy growth. Last year we expressed our
expectation that Rolinco would easily be able to beat the interest on
a savings account, but we had not expected that the fund would
outperform to such an extent. Equities continued to rise on the back
of powerful earnings growth and the quite attractive valuation
relative to bonds.
Rolinco's strong relative performance was mainly attributable to good
regional allocation. To underweight the United States was a good
decision as the stock market's performance oscillated around zero
throughout the year and only the energy sector showed positive
results. In addition, the largest stock market in the world suffered
from a considerable rise in short-term interest rates and a currency
which, despite all expectations, rose sharply in 2005. The overweight
in Japan, which was built up in 2004, was maintained. This made a
strong positive contribution to the fund's return in second half of
2005 when stock prices started to surge in reaction to Prime Minister
Koizumi's election victory and the first signs that the long period
of deflation in Japan was coming to an end. The Japanese market ended
the year 40% higher.
Finally, the holdings in emerging markets also contributed to the
splendid results. High growth and moderate valuations were
responsible for yet another year of substantial capital gains in
countries such as Korea, India, Brazil and Russia.
Good stock selection in the energy and health-care sectors gave the
performance an extra boost.
During the period under review, the active investment policy led to
an outperformance of 7.8% (before deduction of management fee)
relative to the benchmark. Of this 7.8%, 5.0% was attributable to the
country-allocation policy and 2.8% to the stock-selection policy.
INVESTMENT POLICY
During the whole of 2005, regional and sector positions did not
undergo significant changes. Rolinco held an underweight position in
North America but also maintained its above-average allocation to
emerging markets, Japan and Europe.
In March and August the position in emerging markets was reduced from
6% to 4% because these markets are traditionally sensitive to rising
US interest rates. So far, however, there has been little evidence of
this sensitivity as countries such as Korea, Brazil, India and Russia
once again reached new highs at the end of the year.
The allocation to European midcaps was gradually reduced in the
summer and eventually the entire position was sold. The valuation of
these smaller companies had been favorable for quite some time but
due to considerable price increases over the last few years this was
no longer the case.
The position in Japan, partly as a result of the 40% share-price
explosion, accounted for more than 18% of the portfolio. Although
taking profit seemed to be the obvious step to take, we thought it
was too early. A stock market which has managed to find its way up
again after such a long bear market is not too expensive after just
three months. The main factor is that the changes that were already
underway in Japan are now actually taking hold and are leading to
shareholder-friendly policy and higher profit margins. The fact that
this is also happening against a backdrop of economic recovery, only
fans the fire.
On the basis of reports the management board spoke about
risk-management and compliance issues, and also discussed them with
the supervisory board.
In 2005 it was essential for investors to have substantial positions
in the energy and materials sectors. These sectors showed the largest
prices increases. Rolinco's position in the energy sector increased
from 10% to 13%, and we focused on companies which are able to
generate production growth. The French oil company Total was still
the largest holding because of its favorable production profile.
Rising commodity prices resulted in explosive earnings growth. The
oil price, for instance, rose from USD 40 to USD 60 per barrel,
resulting in a 126% increase in value of our holding in Canadian
Natural Resources. This company has made a sizeable investment in
Canada in the development of tar sands, which are only profitable
when oil prices are high. Refining company Valero climbed 128%
because capacity in the US turned out to be insufficient causing
margins to reach record highs. The interest in commodities is
considerable and is showing dangerous signs. Less than ten years ago
a renowned magazine reported on a structural oversupply of oil and
continuing low prices, while now they are writing about a price of
USD 100 per barrel and of depleted stocks. The truth will probably
lie somewhere in the middle. Other companies that benefited from the
madness surrounding commodities were Rio Tinto and Mitsubishi Corp.
We are more convinced about the likelihood of oil prices remaining
high than about long-term high base metal prices and therefore held
an interest of only 3% in the materials sector. Health care was still
the largest sector in the portfolio, although its weight fell from
19% to 17%. The emphasis in the pharmaceuticals sector was on
companies that deliver drugs to second-line medical care in
hospitals. These can be found primarily in Europe. Switzerland-based
Roche, for instance, made a fine contribution to the fund's
performance through successes in the area of cancer drugs. At the end
of the year, we increased our positions in the pharmaceutical
companies Wyeth and Astellas. For years, Wyeth has been involved in
lawsuits over a slimming drug that produced unexpected side effects,
but these have now come to an end. In addition, the company will
suffer less from the patent expirations that will occur in the
sector in the next few years. Astellas is the product of a Japanese
merger, which we expect will show synergy advantages that are
currently considerably undervalued by the market. Health-care insurer
Wellpoint and distributor Medco Health Solutions, companies that are
benefiting from the shift from brand-name drugs to generic drugs,
yielded high returns. In our opinion, Medco had become too expensive
at the end of the year and was therefore sold.
In the biotechnology sector, we added a basket of companies because
we expected this industry to do well as a whole, but were not able to
predict exactly which particular companies would do well.
In the technology sector, we slightly increased our interests from
15% to 16%. After years of downward value adjustments, companies in
this sector are really starting to become cheap. A good example is
Cisco, a telecommunication-equipment giant, whose portfolio weight
was raised. In 2000, the company's stock stood at USD 80 and had a
P/E ratio of 100. In 2005, we increased our holding at a stock price
of USD 18 and a P/E ratio of 18 times earnings. In the meantime, the
company, turnover and profit grew steadily by 15% per annum. Another
purchase was Semiconductor Manufacturing International, a Chinese
chipmaker that is booming. For years, the management team was active
in the US and now it wants to steal market share from the Taiwanese
market leaders. It was not exactly a bed of roses because the share
price has been under heavy pressure since we purchased the stock.
However, our investment in the Japanese electronics giant Toshiba, a
contrary choice last year, was successful, whereas no one had
expected this. Our motivation was that a marginal improvement could
easily lead to a sharp price increase, which indeed occurred, and the
share price climbed 60%.
Financials also still accounted for a significant proportion of the
Rolinco portfolio with nearly 17%. We reduced our positions in banks,
based on the assumption that high interest margins, optimistic
mortgage markets and few bad loans left no room for improvement. Only
in Japan did we raise our position in financials at the beginning of
the year. Here, Rolinco focuses on the insurers T&D and Millea, which
are showing healthy underlying growth and are also benefiting from a
rising stock market.
We are very enthusiastic about the growth outlook and based on our
conviction that the market is still too cautious about this, we added
positions in stocks such as Partygaming, 888 Holdings (both online
casinos) and Plug Power (fuel cells). In line with our three-year
investment horizon, we limited our turnover to about 50%. The
portfolio also became more concentrated: over the year, the number of
stocks in the portfolio was reduced from 104 to 92. We want to
emphasize those stocks that we think show the best upward potential.
During most of the year, our currency positions were close to
neutral. This means that the underweight in US stocks was compensated
by adding a sizeable dollar forward contract to the portfolio. Due to
the sharp recovery of the currency, this position generated a fine
return.
The fund uses financial instruments. The associated risks are
specified in the financial statements.
INNOVATIVE PRODUCTS IN ROLINCO
For years, Rolinco has valued creativity highly. New ways of thinking
and investing sometimes also lead to new products with an attractive
return outlook. This was reason for Rolinco to take positions in two
new products that were developed by Robeco's equity-investments
department Firstly, the fund now also invests in a global long/short
product (Robeco Global Long Short Quant 1 Limited) whose decisions
are entirely based on a computer model that ranks stocks in terms of
attractiveness on the basis of historically proven correlations.
Secondly, Rolinco has a positionin a fund that invests in large and
medium-sized European stocks, whose only goal is to generate a
absolute return. This fund (Robeco Institutional European
Opportunities Fund) is managed by Roland de Die, a man with an
excellent reputation in this field. In both cases, it concerns
approximately 1% of the fund assets.
INVESTMENT PHILOSOPHY
Since the beginning of 2005, the Rolinco team consists of three
persons: Arnout van Rijn, Maarten de Kok and Michiel van Voorst. We
are convinced that we can operate decisively, creatively and
contrarily with a small team, and in doing so beat the market.
The greatest risk for growth investors is that they pay too much for
growth. We therefore use detailed valuation models before we decide
whether or not to buy a stock. In addition, we are highly aware of
what the market is thinking. It is possible that the less popular
stocks realize the highest returns if growth turns out better than
expected. Finally, we think that by investing in a limited number of
companies and by implementing relatively few movements, we can pay
sufficient attention to each of our investments and guarantee the
long-term horizon.
Top 10 stocks largecaps
Country Interest in % Performance in %
31/12/2005 01/01-31/12/2005
In euros In local
currency
1. Total France 2.8 36.1 36.1
2. Microsoft US 2.4 14.1 -0.9
3. Canadian
Natural
Resources Canada 2.4 167.1 126.0
4. Roche Holding Switzerland 2.0 52.3 53.2
5. Astellas
Pharma Japan 1.9 16.7 16.6
6. Wellpoint US 1.8 59.9 38.8
7. Nestle Switzerland 1.8 34.6 35.4
8. Wyeth US 1.7 27.4 10.5
9. Cisco Systems US 1.6 2.1 -11.4
10. Avon Products US 1.5 -13.3 -24.8
OUTLOOK
Stocks will also yield a higher return than the interest paid on a
savings accounts in 2006. Growth stocks lagged the broad market for
the sixth consecutive year. A seventh lean year would lead to things
taking on a biblical character. However, we think that the valuations
compared to the market average clearly benefit growth stocks, which
makes a good year for growth stocks very likely.
The fund Rolinco
Rolinco, established in 1965, is a global equity fund aimed at
generating capital growth for its shareholders. The fund invests in
growth stocks which are expected to show above-average or
accelerating earnings growth in the coming years. This growth can be
realized either by high turnover growth or by rapid margin growth and
is only dependent on the macroeconomic climate to a limited degree.
Rolinco's portfolio contains a relatively small number of interests
and as such has a high risk profile.
Robeco Fund Management B.V. appointed as manager
The management board of Rolinco N.V. ('the company') has appointed
Robeco Fund Management B.V. as manager as of 1 March 2006. The tasks
for which the manager will be responsible include the execution of
the investment policy, management of the fund assets as well as the
company's financial administration, marketing and distribution.
Robeco Fund Management B.V. is part of the Robeco Group and was
granted a license by the Netherlands Authority for the financial
Markets to act as manager on 29 December 2005. The updated prospectus
of February 2006 is available free of charge at the offices of the
company, the Manager (Coolsingel 120, Rotterdam, the Netherlands) and
via www.robeco.com. At the General Meeting of Shareholders to be held
on 27 April 2006 it will be proposed to appoint Robeco Fund
Management B.V. as director of the company.
Rotterdam, 16 March 2006
The management board
FINANCIAL STATEMENTS
BALANCE SHEET before profit appropriation, EUR x thousand
31/12/2005 31/12/2004
Investments
Financial investments
Stocks 1 1,610,448 1,328,314
Derivatives 2, 9 911 498
________ ________
Total investments 1,611,359 1,328,812
Accounts receivable
Sundry debtors 3 5,733 2,776
Other assets
Cash 4 206 1,823
Accounts payable
Obligations arising from derivative 2, 9 1,001 1,339
instruments
Payable to credit institutions 4,836 901
Payable on securities transactions 2 -
Affiliated companies 1,438 1,905
Sundry creditors 5 913 1,105
________ ________
8,190 5,250
________ ________
Accounts receivable and other assets less -2,251 -651
accounts payable
Long-term debt
6�% convertible bond loan 6 9,525 9,551
________ ________
Shareholders' equity 1,599,583 1,318,610
Composition of shareholders' equity
Issued capital 7, 8 66,949 72,590
Other reserves 7 1,116,055 1,188,195
Net result 413,094 54,366
________ ________
Assets attributable to holders of ordinary 1,596,098 1,315,151
shares
6�% cumulative preference shares 6 3,485 3,459
________ ________
1,599,583 1,318,610
PROFIT AND LOSS ACCOUNT
EUR x thousand
2005 2004
Investment income 20,362 22,039
Movements in value 1, 2 409,510 45,760
________ ________
429,872 67,799
Costs 11
Management costs 12 14,171 12,162
Service fee 12 1,617 389
Other costs 13 370 261
Interest costs 6 620 621
________ ________
16,778 13,433
________ ________
Net result 413,094 54,366
The numbers of the items in the financial statements refer to the
numbers in the Notes
CASH-FLOW SUMMARY
indirect method, EUR x thousand
2005 2004
Cash flow from investment activities
Net result 413,094 54,366
Realized and unrealized results -409,510 -45,760
Purchase of investments -393,271 -438,902
Sale of investments 522,592 539,183
Increase (-)/decrease (+) accounts receivable -2,930 8,101
Increase (+)/decrease (-) accounts payable -55 1,091
________ ________
129,920 118,079
Cash flow from financing activities
Received for shares subscribed 121,659 132,709
Paid for repurchase of own shares -233,824 -226,962
Dividend payment -19,982 -21,685
Increase (-)/decrease (+) accounts receivable -27 -
Increase (+)/decrease (-) accounts payable -602 -8
________ ________
-132,776 -115,946
________ ________
Net cash flow -2,856 2,133
Currency and cash revaluation -2,696 -512
________ ________
Increase (+)/decrease (-) cash -5,552 1,621
Accounts payable to credit institutions at opening -901 -1,011
date
Cash at opening date 1,823 312
________ ________
Total cash at opening date 922 -699
Accounts payable to credit institutions at closing -4,836 -901
date
Cash at closing date 206 1,823
________ ________
Total cash at closing date -4,630 922
NOTES
General
Rolinco N.V. (hereafter also referred to as 'the fund') is a Dutch
investment company with a variable capital within the meaning of
article 28 of the 1969 Dutch Corporate Income Tax Act [Wet op de
Vennootschapsbelasting 1969]. This means that no corporate-income tax
is due, providing that the fund makes its profit available for
distribution to shareholders in the form of dividend within eight
months of the close of the financial year and satisfies any other
relevant regulations. The fund holds a license from the AFM [the
Netherlands Authority for the Financial Markets] under the Dutch
Investment Institutions Supervision Act ['Wtb', Wet toezicht
beleggingsinstellingen].
The revised Wtb became effective on 1 September 2005.
Models
The annual financial statements have been drawn up in conformity with
the models provided by Dutch legislature. In certain areas
descriptions have been used which better express the nature of the
items and relate better to the characteristics of an investment
company.
Open-end fund
Rolinco N.V. is an open-end investment company, meaning that, barring
exceptional circumstances, Rolinco N.V. issues and repurchases its
shares on a daily basis at prices approximating net asset value. A
fixed spread between the bid and offer price applies to cover costs
related to issuance and repurchase of own shares. The issue price
will not be more than 1.0% higher than the net asset value and the
repurchase price will not be more than 0.5% lower than the net asset
value. The abovementioned margin between the net asset value and the
issue and repurchase prices, and the associated costs, are for the
account and risk of Robeco Investment Consulting B.V. (RIC), as a
result of which Rolinco N.V. issues and repurchases its shares at net
asset value. RIC will distribute any positive spread results to the
funds, in proportion to each fund's positive contribution to the
spread result. A buffer is maintained to cover any future losses.
Due to the abolition of Dutch capital tax as of 1 January 2006, the
upper limit of the spread was lowered from 1.0% to 0.5%.
Non-certificated participation in the Netherlands
Parties with which shares may be held in non-certificated form
include Robeco Direct N.V. in the Robeco Group Accounts System or the
affiliated branches of Rabobank in the Rabo Securities Account.
Participants pay costs on the sum deposited for each purchase, and in
the event of a sale a percentage of the sum withdrawn. These
participation costs are currently a maximum of 0.4% via Robeco Direct
and a maximum of 0.5% via Rabobank, depending on the channel
selected. These sums will accrue to Robeco Direct and Rabobank
respectively.
Outsourcing core tasks
The administration has been outsourced to Robeco Nederland B.V., a
100% subsidiary of Robeco Groep N.V. These costs are covered by the
service fee. Agreements have been made with the aforementioned party
relating to the provision of information and performance standards.
accounting principles
General
Unless stated otherwise, items shown in the annual financial
statements are included at nominal value and expressed in thousands
of euros.
Financial investments
Unless stated otherwise, financial investments are included at fair
value. The fair value of stocks is determined on the basis of market
prices and other market quotations at closing date. For derivatives
such as forward exchange transactions, this value is based on
currency rates and reference interest rates at closing date.
Transaction costs incurred in the purchase and sale of investments
are included in the purchase or sale price as appropriate.
Affiliated parties
Rolinco N.V. is affiliated to the entities belonging to Robeco Groep
N.V. The affiliation with Robeco Groep N.V. is based on the premise
that the group may take decisive control or have a substantial
influence on the fund's business policy. Robeco Groep N.V. belongs to
the Rabobank Group. The management structure of Robeco Groep N.V., in
which significant authority is allocated to its independent
supervisory board, is such that Rabobank does not have a a meaningful
say in or influence on the fund's business policy. Robeco Groep N.V.
pursues an independent investment policy on behalf of its affiliated
investment companies, taking into account the interests of the
investors involved. Besides services of other market parties, Rolinco
N.V. also uses the services of one or more of these affiliated
entities including transactions relating to securities, treasury,
derivatives, custody, securities lending, and sale and purchase of
its own shares, fund-administration services, as well as management
activities. Transactions are executed at market rates.
determination of the result
General
Investment results are determined by income received, rises or
declines in stock prices, rises or declines in foreign exchange rates
and results of transactions in currencies, including forward
transactions, and derivative instruments. The results are accounted
for in the Profit and loss account.
Investment income
Net cash dividends declared during the year under review, the nominal
value of stock dividends declared, interest received and proceeds
from loan transactions. Accrued interest at balance-sheet date is
taken into account.
Movements in value
Realized and unrealized capital gains and losses on securities and
currencies.
Foreign currencies
Transactions in currencies other than the euro are converted into
euros at the exchange rates valid at the time. Assets and liabilities
expressed in another currency are converted into euros at the
exchange rate prevailing at balance-sheet date. Any exchange
differences arising are accounted for in the Profit and loss account.
FINANCIAL INSTRUMENTS
Risk
Transactions in financial instruments may lead to the fund being
subject to the risks described below or to the fund transferring
these risks to another party.
Price risks
Currency risk is the risk that the value of a financial instrument
will fluctuate as a result of changes in exchange rates.
Interest-rate risk is the risk that the value of a financial
instrument will fluctuate as a result of changes in market rates.
Market risk is the risk that the value of a financial instrument will
fluctuate as a result of changes in market prices, caused by factors
that exclusively apply to the individual instrument or its issuer or
caused by factors that affect all instruments traded in the market.
The fund minimizes the risks by investing mainly in large and
well-known companies and by making a balanced selection with regard
to distribution across regions, sectors, individual stocks and
currencies.
Credit risk
Credit risk is the risk that the counterparty of a financial
instrument will no longer meet its obligations, as a result of which
the fund will suffer a financial loss. The fund minimizes this risk
by trading exclusively with reputable counterparties. Wherever it is
customary in the market, the fund will demand and obtain collateral.
Liquidity risk
Liquidity risk is the risk that the fund is not able to obtain the
financial means required to meet the obligations arising from
financial instruments. The fund minimizes this risk by mainly
investing in financial instruments that are tradable on a daily
basis.
Insight into actual risks
The report of the management board, the balance sheet, the notes to
the balance sheet and the spread of net assets, which includes the
geographic distribution of the investments, the net currency position
and distribution over sectors, give an insight into the actual risks
at balance-sheet date.
Risk management
Managing risk is a part of the investment process as a whole and with
the help of advanced systems, the risks outlined above are limited,
measured and monitored on the basis of fixed risk measures.
Policy regarding the use of derivative instruments
Investing implies that positions are taken. As it is possible to use
various instruments, including derivative instruments, to construct
an identical position, the selection of derivatives is subordinate to
the positioning of a portfolio. In our published information,
attention is given primarily to the overall position, and secondarily
to the nature and volume of the financial instruments employed.
Derivatives
The market value of derivatives is reported in the Balance sheet
under Financial investments and Accounts payable. Liabilities and
receivables and the value of the derivatives' underlying instruments
are not included in the Balance sheet. If applicable, they are
explained under the heading Commitments not shown in the balance
sheet.
NOTES TO THE BALANCE SHEET
1 Stocks
+-------------------------------------------------------------------+
| MOVEMENTS IN THE STOCK PORTFOLIO | | |
| EUR x thousand | | |
|-------------------------------------------+-----------+-----------|
| | 2005 | 2004 |
|-------------------------------------------+-----------+-----------|
| | | |
|-------------------------------------------+-----------+-----------|
| Book value (market value) at opening date | 1,328,314 | 1,380,575 |
|-------------------------------------------+-----------+-----------|
| Purchases | 393,271 | 438,902 |
|-------------------------------------------+-----------+-----------|
| Sales | -492,411 | -538,444 |
|-------------------------------------------+-----------+-----------|
| Realized and unrealized results: | | |
|-------------------------------------------+-----------+-----------|
| stocks | 303,306 | 87,145 |
|-------------------------------------------+-----------+-----------|
| currencies | 77,968 | -39,864 |
|-------------------------------------------+-----------+-----------|
| | ________ | ________ |
|-------------------------------------------+-----------+-----------|
| Book value (market value) at closing date | 1,610,448 | 1,328,314 |
+-------------------------------------------------------------------+
A breakdown of the portfolio and overviews of purchases and sales
exceeding an amount of EUR 5 million and the spread of net assets can
be found at the end of this report. Shares in an amount of EUR 233.6
million (EUR 266.0 million at the end of last year) were lent at
balance sheet date. To cover the risk of non-restitution, adequate
collateral with a value of EUR 254.6 million was demanded and
obtained; this collateral is not included in the Balance sheet.
Investments in Robeco Group mutual funds
Part of the portfolio is invested in funds offered by the Robeco
Group. A list of these investments is given below.
+------------------------------------------------------------------------------------------------------+
|INVESTMENTS IN ROBECO GROUP MUTUAL FUNDS | |
|------------------------------------------------------------------------------------------------------|
| | | | | | | | | | | |
|------------------------------------------------------------------------------------------------------|
| | Market value| Interest in|Net asset value1)| Return|Total expense| |
| | EUR x thousand| fund| EUR x 1| in %| ratio| |
| | | in %| | | in % 2| |
|----------------------------------------+---------------+-----------------+-----------+-------------+-|
| | 31/12| 31/12| 31/12| 31/12| 31/12| 31/12| | | | | |
| | 2005| 2004| 2005| 2004| 2005| 2004| 2005|2004| 2005| 2004| |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
| | | | | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
|Robeco Institutioneel | 69,071| 81,450| 3.3| 5.4| 76.573| 47.996| 62.4|18.1| 0.86| 0.86| |
|Emerging Markets Fonds | | | | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
|Robeco Institutioneel | -| 34,894| -| 37.5| -|117.988| -|24.3| -| 0.83| |
|Europees Small & Midcap| | | | | | | | | | | |
|Fonds | | | | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
|Robeco Global Long | 15,006| -| 75.0| -| 100.0 5| -|-0.3 5| -| 0.20 5| -| |
|Short Quant Fund 3 | | | | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
|Robeco Institutioneel | 13,411| -| 72.2| -| 103.4| -| 3.4| -| 0.14| -| |
|European Opportunities | | | | | | | | | | | |
|Fund 4 | | | | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
| | ______| ______| | | | | | | | | |
|-----------------------+-------+--------+--------+------+---------+-------+------+----+-------+-----+-|
| | 97,488| 116,344| | | | | | | | | |
|----------------------------------------------------------------------------------------------------+-|
|1) Per participating unit. | |
|2) Regarding management costs, agreements have been made with the managers of the funds concerned | |
|for the restitution of management costs to Rolinco N.V. | |
|3) Relates to the period 29 November 2005 through 31 December 2005. | |
|4) Relates to the period 1 December 2005 through 31 December 2005. | |
|5) In USD. | |
+------------------------------------------------------------------------------------------------------+
The annual reports of Robeco Institutioneel Emerging Markets Fonds
and Robeco Global Long Short Quant Fund as of 31 December 2005 are
available at the company's offices on request. Robeco Institutional
European Opportunities Fund has an extended financial year which will
end on 31 December 2006. For this reason, no annual report is
available as of 31 December 2005 . The funds are not regulated.
Rolinco N.V. can enter and exit daily at net asset value in the
abovementioned Robeco Group mutual funds Robeco Institutioneel
Emerging Markets Fonds and Robeco Institutioneel European
Opportunities Fund. These funds do not have an entry charge and have
an exit charge of 0.50%, as included in the Terms and Conditions of
Management and Custody of the said funds. For Robeco Global Long
Short Quant Fund, entry and exit is possible once a month at net
asset value. This fund does not charge any costs.
2 Derivatives
MOVEMENTS IN DERIVATIVES
EUR x thousand
Forward exchange transactions
_________________
2005 2004
Book value (market value) at opening -841 907
date
Expirations -30,181 -739
Realized and unrealized results 30,932 -1,009
_______ _______
Book value (market value) at closing -90 -841
date
The presentation of derivative instruments in the balance sheet is
based on the liabilities and receivables per counterparty. Therefore
the derivative instruments are included in the Balance sheet as
follows:
EUR x thousand
Type of derivative Under Financial Under accounts
investments payable
2005 2004 2005 2004
Forward exchange 911 498 1,001 1,339
transactions
3 Sundry debtors
Receivable in respect of dividend tax recoverable, restitution of
management fee, and suspense items.
4 Cash
Includes balances in current accounts at banks and call money.
5 Sundry creditors
Current liabilities such as unpaid expenses and suspense items.
6 6�% convertible bond loan
The bonds may be converted into 6�% cumulative preferred shares at a
ratio of 1 : 1 at any time. During the 2005 financial year NLG 57,700
were converted. In the previous year no bonds were converted. Bonds
not converted in the year 2007 will then be redeemed. The loan is
valued at nominal value.
7 Shareholders' equity
COMPOSITION AND DEVELOPMENT OF SHAREHOLDERS' EQUITY
EUR x thousand
2005 2004
Issued capital
Situation at opening date 72,590 77,746
Received on shares issued 5,927 7,291
Paid for shares repurchased -11,568 -12,447
_______ _______
Situation at closing date 66,949 72,590
6�% cum.pref. shares 3,485 3,459
Other reserves
Situation at opening date 1,188,195 1,206,283
Received on shares issued 115,732 125,418
Paid for shares repurchased -222,256 -214,515
Profit from previous financial year 54,366 92,694
Dividend payment -19,982 -21,685
_______ _______
Situation at closing date 1,116,055 1,188,195
Net result for financial year 413,094 54,366
_______ _______
Shareholders' equity 1,599,583 1,318,610
The company's authorized share capital amounts to EUR 400 million,
divided into 380,000,000 ordinary shares with a nominal value of EUR
1 each and 500,000 cumulative preference shares with a nominal value
of EUR 40 each. EUR 3 million of the cumulative preference shares has
been placed.
8 Assets, shares outstanding and value per share
Assets, shares outstanding and value per ordinary share
31/12/2005 31/12/2004 31/12/2003
Assets EUR x thousand 1,599,583 1,318,610 1,380,182
Shares issued in financial year 5,926,741 7,291,123 4,222,534
Shares repurchased in financial -11,568,345 -12,446,962 -5,988,271
year
Number of shares outstanding 66,948,181 72,589,785 77,745,624
Net asset value per share in EUR 23.84 18.12 17.71
9 Commitments not shown in the balance sheet
The forward exchange transactions current at closing date represent
purchases of AUD 36 million, CAD 32 million, GBP 25 million and
USD 254 million, against sales of CHF 120 million, EUR 110 million
and JPY 15,184 million. These transactions have been included in the
Spread of net assets at the end of this report. Unrealized results of
these transactions at closing date are included in the Profit and
loss account.
NOTES TO THE PROFIT AND LOSS ACCOUNT
10 Performance
+-------------------------------------------------------------------+
| PERFORMANCE PER | | | | | |
| SHARE* | | | | | |
| EUR x 1 | | | | | |
|---------------------------+---------+---------+---------+---------|
| | 2005 | 2004 | 2003 | 2002 | 2001 |
|----------------+----------+---------+---------+---------+---------|
| | | | | | |
|----------------+----------+---------+---------+---------+---------|
| Investment | 0.30 | 0.29 | 0.26 | 0.27 | 0.55 |
| income | | | | | |
|----------------+----------+---------+---------+---------+---------|
| Movement in | 5.95 | 0.60 | 1.08 | -8.00 | -8.94 |
| value | | | | | |
|----------------+----------+---------+---------+---------+---------|
| Management | -0.23 | -0.17 | -0.15 | -0.17 | -0.25 |
| costs, service | | | | | |
| fee and other | | | | | |
| costs | | | | | |
|----------------+----------+---------+---------+---------+---------|
| Interest | -0.01 | -0.01 | -0.01 | -0.01 | -0.01 |
| payable | | | | | |
|----------------+----------+---------+---------+---------+---------|
| | _______ | _______ | _______ | _______ | _______ |
|----------------+----------+---------+---------+---------+---------|
| Net result | 6.01 | 0.71 | 1.18 | -7.91 | -8.65 |
|-------------------------------------------------------------------|
| *) Based on the average amount of shares outstanding during the |
| reporting year. The average amount of shares outstanding is |
| calculated on a daily basis for the years 2005, 2004 and 2003 and |
| on a monthly basis for the preceding years. |
| |
+-------------------------------------------------------------------+
COSTS
11 Total expense ratio
TOTAL EXPENSE RATIO
2005 2004
in % in %
Cost item
Management costs 1.00 0.88
Service fee 0.11 0.03
Other costs 0.03 0.02
Interest convertible bond loan 0.04 0.05
Management costs relating to investments in Robeco 0.02 0.07
Group mutual funds
_______ _______
Total 1.20 1.05
The total expense ratio expresses the costs charged to the fund
during the reporting period as a percentage of the average assets
entrusted during the reporting period. The total expense ratio as
shown does not include transaction costs. The total expense ratio was
1.20% during the reporting period. The management costs relate to all
of the fund's current costs, which include the fees paid for
registering shareholders and all costs resulting from the management
of the fund, with the exception of costs relating to investments and
taxes. The service fee covers the administration, the costs of the
external auditor, other external advisers, regulators, costs relating
to reports required by law, such as the annual and semiannual
reports, and the costs relating to the meetings of shareholders.
Other costs mainly relate to the custody fee charged by third parties
for the custody of the fund's securities portfolio, amounting to EUR
196 thousand, and bank charges. The total expense ratio takes into
account the restitution of management costs of investments in Robeco
Group mutual funds, as presented in the table on page 14. Rolinco
N.V. receives a restitution from the managers of these Robeco Group
funds. The percentage presented under management costst relating to
investments in Robeco Group mutual funds in the table refers to the
total amount charged to Rolinco N.V. less the restitution received,
which means that the percentage given in the total expense ratio is a
net figure.
12 Management costs and service fee
Management costs relate exclusively to the management fee of 1.00%
per year charged by Robeco Nederland B.V. The service fee amounts to
0.12% per year. For assets exceeding EUR 1 billion the service fee is
0.10%; for assets exceeding EUR 5 billion the service fee is 0.08%.
The fees are calculated on a daily basis, based on the average assets
entrusted. Wherever in this report mention is made of the average
assets entrusted this is also calculated on a daily basis, unless
stated otherwise.
13 Other costs
This includes bank charges and custody costs.
14 Performance fee
Rolinco N.V. does not charge a performance fee.
15 Transaction costs
Brokerage costs and exchange fees relating to investment transactions
are discounted in the cost price or the sales value of the
investments. These costs and fees are charged to the result ensuing
from changes in value. The quantifiable transaction costs are
included under the heading Movement in value in the Profits and loss
account. The transaction volume of the quantifiable transaction costs
is 96.6% of the total transaction volume.
TRANSACTION COSTS
EUR x thousand
2005 2004
Transaction type
Stocks 1,762 1,576
16 Hard commissions and soft-dollar arrangements
Various independent research institutions/third parties provide
services to the company to support its decision-making process. Part
of the commissions paid to brokers is used to pay for these services
(so-called soft-dollar arrangements). In 2005 soft-dollar
arrangements represented an amount of EUR 136 thousand (last year EUR
298 thousand).
17 Turnover ratio
This shows the turnover of the investments against the average assets
entrusted and is a measure of the incurred transaction costs
resulting from the portfolio policy pursued and the ensuing
investment transactions. In the calculation method that is used the
amount of turnover is determined by the sum of purchases and sales of
investments less the sum of issuance and repurchase of own shares. If
the outcome is negative, the turnover ratio is 0. The turnover ratio
is determined by expressing the amount of turnover as a percentage of
the average assets entrusted. The turnover ratio over 2005 is 40%
(versus 45% in the previous year). This is a turnover ratio which is
highly suitable for Rolinco's portfolio policy, which uses an
investment horizon of three to five years.
18 Transactions with affiliated parties
Part of the transaction volume over the reporting period relates to
transactions with affiliated parties. The table below shows the
various types of transactions where this was the case.
TRANSACTIONS WITH AFFILIATED PARTIES
Part of the total volume in %
2005 2004
Transaction type
Stocks 11.0 4.2
Forward exchange transactions 5.1 0.6
Deposits 100.0 53.5
Call money 0.0 100.0
19 Securities lending
Robeco Securities Lending B.V. is the intermediary for all Rolinco
N.V.'s securities-lending transactions. As compensation for its
services Robeco Securities Lending B.V. receives a fee of 40% of the
gross income resulting from these securities-lending transactions. An
external agency periodically assesses whether the agreements between
the fund and Robeco Securities Lending are still in line with the
market. In 2005 the proceeds for the fund amounted to EUR 341
thousand (last year EUR 475 thousand). For Robeco Securities Lending
this was EUR 227 thousand (last year EUR 317 thousand).
20 Voting policy for stocks in the investment portfolio
In 2005 Rolinco N.V. voted at the majority of the general meetings of
shareholders of the companies in which it invests. If the shares of
an investment position have been lent out, the voting rights attached
to those shares may not be exercised during general meetings of
shareholders. If an important event were to occur, the shares that
have been lent out may be recalled in order for the voting rights
attached to these shares to be able to be exercised. The voting
policy and more information about votes cast can be found on Robeco's
Internet site, www.robeco.com.
21 Personnel costs
Rolinco N.V. does not employ personnel. Robeco Nederland B.V. is the
employer of Rolinco N.V.'s management board and personnel in the
Netherlands. Their remuneration is paid from the management fees
received.
Robeco Nederland B.V.'s remuneration policy for fund managers
consists of both a fixed and a variable income. The secondary
conditions of employment are in line with what is common practice in
the financial-services industry.
The fixed income offers a good and competitive remuneration basis
within the Dutch asset-management market. A fund manager is assigned
to a salary scale with a minimum and maximum income based on the
level of responsibility of his function (HAY method for function
valuation). Growth within this scale is linked to (performance)
results and competencies.
The variable income offers the fund manager of Robeco N.V.
remuneration for his individual, long-term outperformance. Payment is
related to the outperformance relative to a preset target. The track
record over both a 1-year and 3-year period is taken into account
when determining the variable remuneration. The variable remuneration
to which the fund manager is entitled for any single year is paid out
over a 3-year period (60% in the first year, 30% in the second and
10% in the last year). A limited group of employees, including
several fund managers, are given the opportunity to participate
directly in Robeco's future through virtual shares (E-notes). The
individual performance and the contribution to the realization of the
strategic targets of the Robeco Group as a whole and the individual's
own business unit. The E-notes represent a value which is directly
linked to Robeco Groep N.V.'s value.
Rotterdam, 16 March 2006
Supervisory board
P.C. van den Hoek, chairman
G. Izeboud
Ph. Lambert
D.P.M. Verbeek
Management board
A. van Rijn
V.Wytzes
OTHER DATA
STOCK-EXCHANGE LISTINGS
The ordinary shares of Rolinco N.V. are listed on Eurolist by
Euronext Amsterdam N.V. In addition, Rolinco N.V. has a
stock-exchange quotation for its ordinary shares in Paris, Brussels,
London, Luxembourg, Berlin, Dusseldorf, Frankfurt, Hamburg, Munich,
Vienna and Zurich. The cumulative preference shares are listed on the
exchanges of Amsterdam and Luxembourg.
ARTICLES OF ASSOCIATION RULES REGARDING PROFIT APPROPRIATION
According to sections 39 and 40 of the Articles of Association, a
distribution from the profit to the cumulative preferred shareholders
will be effected first. Thereafter, the profit less allocations to
the reserves deemed desirable by the management board in agreement
with the supervisory board will be at the disposal of the General
Meeting of Shareholders.
PROPOSED PROFIT APPROPRIATION
We propose to declare a dividend of EUR 0.36 per share for the 2005
financial year (previous year EUR 0.28). If this proposal is
accepted, the dividend will be payable on Friday, 12 May 2006. With
effect from Tuesday 2 May 2006, Rolinco shares will be listed
ex-dividend coupon no. 46 on the stock exchange. Shareholders will be
offered the opportunity to reinvest the dividend (less dividend tax)
in Rolinco shares at the expense of the company.
The price used to calculate this is the opening price of the shares
on the stock market of Euronext Amsterdam N.V. on Friday 12 May 2006.
Any collection commissions charged by banks in line with the relevant
regulations in their respective countries will be borne by the
shareholder. In some countries, reinvestment will not be possible for
technical reasons.
SUPERVISORY DIRECTORS' FEE
An amount of EUR 18,378 (previous year EUR 20,760) has been allocated
from the profit appropriation for this purpose.
INTERESTS OF MAJOR INVESTORS
Statement in conformity with Article 21, paragraph 2, sections b and
c, of the Dutch 1990 Investment Institutions Supervision Decree
['Btb', Besluit toezicht beleggingsinstellingen 1990].
The company knows of only one party to be considered a major investor
within the meaning of the Btb, namely Stichting Aandelen-Rekeningen
Robeco-Groep. During the period under review, no transactions as
referred to in article 21, paragraph 2, section c, of the Btb (1990)
took place.
INTERESTS OF DIRECTORS IN ROLINCO N.V.
At 31 Decmber 2005, supervisory and managing directors held a joint
interest of 5,645 and 3,076 Rolinco N.V. shares respectively. At end
2005, no options had been granted to supervisory directors; managing
directors held options to acquire 15,727 Rolinco N.V. shares. Under
the option scheme, Robeco Groep N.V. grants the right at its own
expense to purchase Rolinco N.V. shares for five years, the value of
the shares being at least the opening price on the first trading day
following the day of granting. Aon Risk Services International, of
which Dirk P.M. Verbeek is a director, acted as an intermediary in
various insurance policies concluded at Rabobank Group Level,
including a Bankers, General Liability and D&O liability policy.
Furthermore Aon Risk Services International insures several of
Robeco's art objects. Apart from the above, there were no other
business relations between supervisory directors and the company than
that member of the supervisory board during the period under review.
JOINT INTERESTS OF DIRECTORS IN INVESTMENTS OF ROLINCO
N.V. Joint interest
Description in numbers *
Shares and convertible Options Other financial
bonds and interests and
warrants controlling
rights
Managing Supervisory Joint
directors directors interests
Novartis - 160 160 - -
Royal Dutch 500 161 661 - -
Shell A
*Statement pursuant to article 21, paragraph 2, section a, of the
Dutch 1990 Investment Institutions Supervision Decree ('Btb', Besluit
toezicht beleggingsinstellingen 1990). The interests included conform
to the guidelines stated in the circular issued by the Dutch central
bank dated 15 October 1993.
Pursuant to section a and c of the circular 'Publication of interests
of directors' of 15 October 1993, exemption has been granted in
respect of the prescribed publication of :
a) interests held by the members of the management and supervisory
boards, held by way of a discretionary agreement.
c) movements during the year in securities, as defined in article 1
of the Dutch Investment Institutions Supervision Act ('Wtb', Wet
toezicht beleggingsinstellingen) held by members of the management
and supervisory boards.
INTERESTS OF FUND MANAGER
The fund manager should act in accordance with Dutch legislation and,
insofar as relevant, legislation in other countries. As an employee
of Robeco Nederland B.V. he is bound by Robeco's internal regulations
and procedures, including the Rules and regulations regarding private
investment transactions, which are based on the Dutch Securities
Transactions Supervision Act. These Rules should guarantee that
insider trading and mixing of business and private interests, or
semblance therefore, is avoided at all times.
As at 31 December 2005 the fund manager had an interest of 3.076
Rolinco N.V. shares. Furthermore, as of that same date, he had the
following interest in Rolinco N.V investments: 500 shares of Royal
Dutch Shell A.
STATEMENT FOR THE LONDON STOCK EXCHANGE
The members of the supervisory board and the management board of
Rolinco N.V. hereby declare that their beneficial interests and those
of their children below the age of 18 years do not in the aggregate
exceed 5% of the company, in respect of either share capital or
voting control.
Rotterdam, 16 March 2006
STATEMENT CONCERNING THE 61/2 % BOND LOAN ORIGINALLY AMOUNTING TO NLG
22,670,000 ISSUED BY ROLINCO N.V., CONVERTIBLE INTO 61/2% CUMULATIVE
PREFERENCE SHARES
In pursuance of article 17 of the trust executed before Ma�tre H.
Lambert, Notary Public at Rotterdam, on 6 June 1967, we declare: that
from the date of the original contract for the bond loan up to 31
December 2005, 5 bonds of NLG 50,000 nominal value, 1,144 bonds of
NLG 1,000 nominal value and 2,867 bonds of NLG 100 nominal value were
converted; that all these bonds were cancelled by us; that at 31
December 2005, the total bonds outstanding amounted to NLG
20,989,300; that we have found no circumstances requiring comments or
action.
Amsterdam, 2 January 2006
B.V. Algemeen Administratie- en Trustkantoor
Auditors' report
Introduction
We have audited the financial statements of Rolinco N.V., Rotterdam,
for the year 2005. These financial statements are the responsibility
of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
Scope
We conducted our audit in accordance with auditing standards
generally accepted in the Netherlands. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audit
provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements give a true and fair view of
the financial position of the company as at 31 December 2005 and of
the result for the year then ended in accordance with accounting
principles generally accepted in the Netherlands and comply with the
financial reporting requirements included in Part 9 of Book 2 of the
Netherlands Civil Code and in the Investment Institutions Supervision
Act.
Furthermore, we have established to the extent of our competence that
the annual report is consistent with the company financial
statements.
Amsterdam, 16 March 2006
For
Ernst & Young Accountants
G.H.C. de M�ris
SPREAD OF NET ASSETS
Across countries Across currencies
Stocks1)
31/12/2005 31/12 31/12 31/12 31/12
EUR x 2005 2004 2005 2004
thousand in% in% in% in%
Bycountry
North America(41.00%)
United States 595,418 37.23 40.09 52.97 46.68
Canada 60,326 3.77 2.08 5.24 3.56
Europe(31.81%)
Switzerland 118,843 7.43 6.85 2.65 5.32
UnitedKingdom 109,450 6.84 8.50 9.10 7.98
France 87,001 5.44 5.17 - -
TheNetherlands 53,348 3.33 2.63 - -
Germany 52,824 3.30 3.37 - -
Austria 17,820 1.11 0.27 - -
Norway 16,589 1.04 1.06 1.04 1.06
Spain 13,937 0.87 0.97 - -
Belgium 11,682 0.73 - - -
Finland 8,498 0.53 0.40 - -
Greece 5,550 0.35 0.47 - -
Robeco Institutional 13,411 0.84 - - -
European Opportunities
Fund
Italy - - 0.71 - -
Ireland - - 0.56 - -
Sweden - - 0.54 - 0.54
Europeanmidcaps - - 2.65 - -
Europe - - - 13.16 19.39
Asia(22.61%)
Japan 293,894 18.38 15.37 11.50 11.88
South Korea 20,357 1.27 0.88 - -
Singapore 19,096 1.19 1.18 1.19 1.18
Hong Kong 15,737 0.98 0.84 1.78 0.84
China 12,629 0.79 - - -
Emerging Markets(4,32%)
Robeco Institutioneel 69,071 4.32 6.15 - -
Emerging MarketsFonds2
Australia (0.00%)
Australia - - - 1.37 1.57
Other assets and
liabilities (0.94%)
Robeco Global Long Short 14,967 0.94 - - -
Quant Fund2
Other assets and -10,865 -0.68 -0.74 - -
liabilities (-0.68%)
_______ _______ _______ _______ _______
Total 1,599,583 100.00 100.00 100.00 100.00
By sector
Financials 17.6 16.8
Health care 16.5 19.1
Information 16.3 15.4
technology
Energy 13.9 9.8
Consumer 12.6 11.6
discretionary
Consumer staples 8.7 11.7
Industrials 8.0 8.8
Telecommunication 3.5 3.7
services
Materials 3.1 2.7
Utilities 0.5 1.1
Other assets and -0.7 -0.7
liabilities
_______ _______
Total 100.0 100.0
1) In addition to investments in equities, the portfolio may include
positions in derivatives. The sum of equities and derivatives
reflects the true volume of the investments by country and in total.
As was the case at 31 December 2004, the portfolio only contained
forward exchange transactions at 31 December 2005. These forward
exchange transactions have been included in the currency position.
2) In terms of currencies, the investments have been included under
the item euro.
EXCHANGE RATES
31/12/2005 31/12/2004 31/12/2005 31/12/2004
EUR 1 EUR EUR
AUD 1.6080 1.7340 AUD 1 0.6219 0.5767
CAD 1.3779 1.6282 CAD 1 0.7257 0.6140
CHF 1.5546 1.5456 CHF 1 0.6433 0.6470
CNY 9.5192 11.2490 CNY 1 0.1051 0.0889
GBP 0.6871 0.7080 GBP 1 1.4554 1.4125
HKD 9.1457 10.5650 HKD 1 0.1093 0.0947
JPY 139.2223 139.2824 JPY 100 0.7183 0.7180
KRW 1,192.3482 1,407.0957 KRW 100 0.0838 0.0711
NOK 7.9870 8.2325 NOK 1 0.1252 0.1215
SEK 9.3875 9.0327 SEK 1 0.1065 0.1107
SGD 1.9614 2.2189 SGD 1 0.5098 0.4507
TWD 38.7399 43.0747 TWD 1 0.0258 0.0232
USD 1.1796 1.3592 USD 1 0.8478 0.7357
LIST OF SECURITIES
at 31 December 2005
Market value
NORTH AMERICA (41.94%)
EUR USD United States (37.23%)
14,685,261 17,322,000 Accenture CL/A
16,293,671 19,219,200 Adobe Systems
12,822,687 15,125,000 Amdocs
23,399,602 27,601,000 Amgen
24,204,146 28,550,000 Avon Products
18,958,925 22,363,000 Brunswick
25,399,517 29,960,000 Cisco Systems
16,457,123 19,412,000 Citigroup
13,810,691 16,290,400 ConocoPhillips
6,226,442 7,344,400 Constellation Brands
13,171,125 15,536,000 Covance
16,574,795 19,550,800 CVS Corporation
22,759,103 26,845,500 Fannie Mae
18,663,897 22,015,000 Guidant Corporation
12,696,367 14,976,000 Intel
Ishares Nasdaq
18,776,516 22,147,840 Biotechnology Index
21,601,458 25,480,000 Metlife
37,688,101 44,455,000 Microsoft
15,117,545 17,831,900 Monsanto Co
Morgan Stanley Dean Witter
22,290,972 26,293,316 & Co
10,636,260 12,546,000 Neurocrine Biociences
19,965,241 23,550,000 Office Depot
14,491,967 17,094,000 Oracle
8,896,613 10,494,000 Pfizer
7,236,494 8,535,807 Plug Power
13,148,065 15,508,800 Qualcomm
15,648,764 18,458,500 Schlumberger
20,699,419 24,416,000 Time Warner
23,225,722 27,395,900 United Technologies
17,498,198 20,640,000 Valero Energy
16,336,739 19,270,000 Warner Music Group
29,087,109 34,309,700 Wellpoint
26,949,515 31,788,300 Wyeth
EUR CAD Canada (3.77%)
37,642,064 51,867,000 Canadian Natural Resource
Petro-Canada/Variable Vtg.
22,683,431 31,255,500 Shs
EUR USD Cayman Islands (0.94%)
Robeco Global Long Short
15,005,722 17,700,000 Quant fund
EUROPE (36.14%)
EUR EUR Netherlands (8.49%)
19,338,000 19,338,000 ING Groep
Robeco Institutional
European Opportunities
13,411,319 13,411,319 Fund
Robeco Institutioneel
69,071,101 69,071,101 Emerging Markets Fonds
23,202,000 23,202,000 Royal Dutch Shell A
10,807,659 10,807,659 VNU
EUR CHF Switzerland (7.43%)
4,677,731 7,272,000 Adecco Cheserex
29,071,787 45,195,000 Nestl�
12,455,294 19,363,000 Nobel Biocare Holding
19,987,457 31,072,500 Novartis
31,728,419 49,325,000 Roche Holding
20,922,424 32,526,000 UBS
EUR GBP United Kingdom (6.84%)
7,984,747 5,486,320 888 Holdings
18,527,871 12,730,500 AstraZeneca (GBP)
20,844,855 14,322,500 Diageo
10,013,462 6,880,250 Kingfisher
10,121,671 6,954,600 Partygaming
9,727,719 6,683,916 Petrofac
18,555,175 12,749,261 Reckitt Benckiser
13,674,583 9,395,806 Rio Tinto
EUR EUR France (5.44%)
8,937,338 8,937,338 Air Liquide
3,718,488 3,718,488 L'Air Liquide
LVMH Moet Hennessy Louis
9,282,634 9,282,634 Vuitton
12,562,500 12,562,500 Saint-Gobain
44,562,000 44,562,000 Total Fina Elf
7,938,000 7,938,000 Vivendi Universal (EUR)
EUR EUR Germany (3.30%)
14,763,000 14,763,000 Deutsche Telekom
21,210,800 21,210,800 Metro
16,849,800 16,849,800 SAP/Stammaktien
EUR EUR Austria (1.11%)
17,820,000 17,820,000 OMV
EUR NOK Norway (1.04%)
16,589,458 132,500,000 Telenor
EUR EUR Spain (0.87%)
Banco Santander Central
13,937,500 13,937,500 Hispano
EUR EUR Belgium (0.73%)
11,682,000 11,682,000 RHJ International
EUR EUR Finland (0.53%)
8,497,500 8,497,500 Nokia/A
EUR EUR Greece (0.35%)
5,550,000 5,550,000 Public Power Corp
FAR EAST (22.61%)
EUR JPY Japan (18.38%)
29,736,616 4,140,000,000 Yamanouchi Pharmaceutical
14,868,308 2,070,000,000 Canon
6,033,516 840,000,000 Dai Nippon Printing
15,091,332 2,101,050,000 Daikin Industries
20,131,832 2,802,800,000 Fanuc
16,918,985 2,355,500,000 Honda Motor
16,606,535 2,312,000,000 KDDI
10,935,748 1,522,500,000 Millea Holdings
22,496,396 3,132,000,000 Mitsubishi
21,503,380 2,993,750,000 Mitsui Fudosan
14,609,729 2,034,000,000 Nomura Holdings
16,228,722 2,259,400,000 Obayashi Corporation
12,791,054 1,780,800,000 Sekisui House
14,799,353 2,060,400,000 Seven & I Holdings
8,817,553 1,227,600,000 Shinsei Bank
15,922,771 2,216,804,760 Sony
20,220,899 2,815,200,000 T&D Holdings
16,181,316 2,252,800,000 Toshiba
EUR USD South Korea (1.27%)
Samsung Electronics /GDR
20,356,901 24,011,983 1/2 vgt.s -144A-
EUR SGD Singapore (1.19%)
11,356,684 22,275,000 DBS Group Holdings
7,739,370 15,180,000 Venture Corp
EUR HKD Hong Kong (0.98%)
15,736,904 143,925,000 Sun Hung Kai Properties
EUR HKD China (0.79%)
Semiconductor
12,628,886 115,500,000 Manufacturing
PURCHASES AND SALES
of more than EUR 5 million during
the financial year
Shares PURCHASES Shares SALES
United States United States
600,000 Avon Products 310,000 Apache Corporation
220,000 Brunswick 770,000 Cendant Corporation
Constellation
350,000 Cisco Systems 470,000 Brands
280,000 ConocoPhillips 260,000 General Electric
Ishares Nasdaq
Biotechnology
286,000 Index 480,000 Gillette
Morgan Stanley
143,400 Dean Witter & Co 135,000 IBM
1,663,900 Plug Power 230,000 Johnson & Johnson
United
108,800 Technologies 231,959 McGraw-Hill
Medco Health
1,000,000 Warner Music Group 630,000 Solutions
310,000 Wyeth 530,000 Merck
670,000 Pfizer
Cayman Islands 200,000 Sysco
Robeco Global Long
177,000 Short Quant fund
Canada
Canadian Natural
Netherlands 180,000 Resource
Koninklijke Ned.
350,000 Petroleum Mij
129,353 Robeco
Institutional
European
Opportunities Fund Netherlands
Royal Dutch Shell
195,484 A 464,001 Reed Elsevier
795 Robeco
Institutioneel
Emerging Markets
Fonds
Robeco
296 Institutioneel
Europees Small &
United Kingdom Midcap Fonds
2,828,000 888 Holdings 178,266 VNU
1,002,523 Diageo
5,190,000 Partygaming Switzerland
2,631,463 Petrofac 100,000 Roche Holding
France United Kingdom
30,000 Total Fina Elf 2,000,000 Centrica
Vivendi Universal
300,000 (EUR) 1,424,853 Compass Group
263,828 Rio Tinto
Shell Transport &
Belgium 4,315,385 Trading
600,000 RHJ International 3,558,996 Tesco
Japan France
133,400 Fanuc 160,000 BNP Paribas
1,800,000 Shinsei Bank 110,000 Peugeot
220,000 Sony
Yamanouchi
300,000 Pharmaceutical Italy
2,200,000 Unicredito Italiano
China
Semiconductor
110,000,000 Manufacturing Sweden
Skandinaviska
500,000 Enskilda Bank/A
Japan
500,000 Takeda Chemical
222,900 Toyota Motor
Printers: PlantijnCasparie Capelle a/d Ijssel
This report is printed on environmentally-friendly paper.
[1] Robeco (Schweiz) AG, Uraniastrasse 12, CH-8001 Zurich, is the
fund's appointed representative in Switzerland. Copies of the
prospectus, Articles of Association, (semi)annual reports and a list
of all purchases and sales in the fund's securities portfolio during
the reporting period are available from the above address free of
charge. UBS AG, Bahnhofstrasse 45, CH-8098 Zurich, is the fund's
paying agent in Switzerland.
- ---END OF MESSAGE---
Copyright � Hugin ASA 2006. All rights reserved.
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