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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Rolinco NV(BR) | LSE:RLI | London | Ordinary Share | NL0000289817 | ORD EUR1 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
% 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. Pöhl 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. Möller (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, Bührmann, 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 Bührmann, 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 6½% 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 6½% 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 6½% convertible bond loan The bonds may be converted into 6½% 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 6½% 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 Maître 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 Méris 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 Nestlé 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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