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13 Report of the Supervisory Board

Members of the Supervisory Board of SNS REAAL are also member of the Supervisory Board of SNS Bank NV. For this reason, meetings of the Supervisory Board of SNS REAAL are combined meetings, and the agenda of the Supervisory Board includes items specifically relevant to SNS Bank NV. As a result, the following sections are an extraction of the Report of the Supervisory Board of the annual accounts 2013 of SNS REAAL regarding the specific items in relation to SNS Bank NV of the meetings of the members of the Supervisory Board.

For a full version of the Report of the Supervisory Board of SNS REAAL we refer to the annual report of SNS REAAL, available on www.snsreaal.nl.

2013 was an exceptional year for SNS Bank NV. During the first month of 2013, SNS REAAL fully focused on finding a comprehensive solution for strengthening the capital position of SNS REAAL. The Dutch Minister of Finance finally nationalised SNS REAAL on 1 February 2013. The public outcry over this nationalisation was considerable. In the period after 1 February 2013, SNS REAAL actively worked on the implementation of all nationalisation measures. During that turbulent period, SNS REAAL was also confronted with fraud within Property Finance, which emerged following inquiries initiated in 2012. In the course of the second quarter, most nationalisation measures had been implemented.

Preparations for the transfer of Property Finance got underway and Property Finance was transferred to the Dutch State on 31 December 2013. In August 2013, the Ministry of Finance’s restructuring plan for SNS REAAL was submitted to the European Commission. Partly in this context, SNS REAAL began the financial disentanglement of the holding company, bank and insurer. The European Commission published its final decision on 19 December 2013 (see Chapter 5 of this annual report).

Partly due to the financial crisis, customers, investors, legislators, regulators and other stakeholders demand more from banks with respect to the way in which financial institutions run their business. The Supervisory Board and the

Management Board are constantly aware that SNS Bank NV must continue to adapt to the changing public perception of the financial sector. The financial sector has not yet regained the confidence of politicians and society. Corporate Social Responsibility in the broadest sense is still an issue and is embedded in SNS Bank NV. With its mission, core value and strategy and compliance with the Banking Code, SNS Bank NV takes its responsibility and makes a contribution to restoring trust in and improved functioning of the Dutch financial sector. Continuous awareness of and giving meaning to putting customers and customers’ interests first, still remain important. In various places in this annual report, we describe how SNS Bank NV gives substance to this responsibility.

13.1 Main topics and discussions

In continuation of 2012, the first month of 2013 revolved around supporting, advising and supervising the Executive Board of SNS REAAL in its search for a comprehensive solution. After the nationalisation, key topics discussed at Supervisory Board meetings were the restructuring plan, the consequences of the nationalisation for governance and the remuneration policy, the preparations for the financial disentanglement and also the supervision of SNS Bank NV’s regular operations. On top of that, the financial statements for the 2012 financial year required more attention from the Supervisory Board than usual.

In connection with changes to the members of both the Management Board and the Supervisory Board (which will be further discussed in the sections below), the Supervisory Board also devoted additional attention to topics such as collaboration and transfer of knowledge.

In the course of the year, the other important subjects included the capital position of SNS Bank NV, Property Finance, risk management and risk appetite, the administrative organisation (system of internal control), the solvency, good customer service, the optimisation of putting the customer and the customer’s interests first, the impact of the

13.2 Composition of the Supervisory Board

On 1 February 2013, Rob Zwartendijk stepped down as Chairman of the Supervisory Board. As Vice-Chairman, Piero Overmars temporarily fulfilled the role of Chairman until 1 November 2013. The composition of the Supervisory Board changed on 1 November 2013. On that date, Piero Overmars, Jaap Lagerweij, Robert Jan van de Kraats and Herna Verhagen stepped down as Supervisory Board members. An Extraordinary General Meeting resolved to reduce the number of Supervisory Board members to seven as from the aforementioned date. This reduction of the number of members came in response to the 2012 evaluation. The three vacancies on the Supervisory Board arising from this were filled by Jan Nooitgedagt, Jan van Rutte and Monika Milz as from 1 November 2013. Jan Nooitgedagt was also

appointed Chairman of the Supervisory Board. Monika Milz was appointed at SNS REAAL NV in accordance with the reinforced right of recommendation of the SNS REAAL Central Works Council.

The new members who joined the Supervisory Board on 1 November 2013 have been acquainted with their duties through various meetings with the departing Chairman, the incumbent Supervisory Board members, the Executive Board SNS REAAL members and key employees of SNS Bank NV.

13.3 Composition of the Management Board

On 1 February 2013 Ference Lamp (CFRO of SNS REAAL and also member of the board at SNS Bank NV) stepped down from his position. On 1 October 2013 Ernst Jan Boers (member of the board at SNS Bank NV) stepped down from his position as well. On 4 February 2013, the Dutch State appointed Maurice Oostendorp as CFRO of SNS REAAL. Maurice Oostendorp also became member of the Management Board at SNS Bank on 26 April 2013. Dick Okhuijsen, member of the Management Board at SNS Bank NV as well as member of the Executive Board at SNS REAAL, was appointed as Chairman on 5 November 2013.

13.4 Meetings of the Supervisory Board

13.4.1 Main topics

In 2013, the Supervisory Board met more frequently than usual. More than twenty meetings took place in the months of January, February and March. In the period preceding SNS REAAL’s nationalisation, effective on 1 February 2013, additional meetings were scheduled in connection with various scenarios regarding the strategic reorientation (focusing on both strategic restructuring and the strengthening and simplification of SNS REAAL’s capital base). The subsequent months mainly revolved around identifying the effects of SNS REAAL’s nationalisation. Starting in April 2013, the frequency returned to normal, even though the number of meetings was still more than usual. The Supervisory Board met twice in April, three times in May, twice in June and once per month from July to December. More detailed

information on the main topics discussed can be found in the Annual Report of SNS REAAL 2013, chapter Report of the Supervisory Board.

13.4.2 Presence of the external auditor

The external auditor is present at all Audit Committee meetings and at least once a year at a meeting of the Risk Committee. In 2013 the external auditor attended several meetings of the Risk Committee. The external auditor has a standing invitation to attend meetings of the Supervisory Board. In 2013, the external auditor did not attend any plenary meetings of the Supervisory Board.

13.5 Committee meetings

Until 11 November 2013, the Supervisory Board consisted of the following four committees:

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On 11 November 2013, the Supervisory Board resolved to merge the Nomination Committee and the Remuneration Committee into a single new committee: the Remuneration & Nomination Committee.

Every committee prepares the decision making of the Supervisory Board in respect of the duties assigned to it and reports to the Supervisory Board. More detailed information on the main topics discussed can be found in the Annual Report of SNS REAAL 2013, chapter Report of the Supervisory Board.

13.6 Closing words

The Supervisory Board explicitly wishes to express its gratitude and appreciation to all employees of SNS Bank NV, in particular for their engagement and commitment. Great demands have been placed on them over these last months, both inside and outside the office. This has not always been easy for any of the parties concerned. Despite these developments and the persistent negative sentiment towards the financial services industry, SNS Bank NV employees continue to dedicate themselves to SNS Bank NV with a great deal of enthusiasm. The Supervisory Board is fully aware that this is not simply to be expected and wishes to express its gratitude for this.

Exceptional dedication was also demanded of SNS Bank NV’s management. Despite everything, working relations with the Supervisory Board were good. For this too, the Supervisory Board wishes to express its gratitude.

Finally, the Supervisory Board wishes to express its special thanks for the unyielding commitment and great dedication that Piero Overmars, Robert-Jan van de Kraats, Herna Verhagen and Jaap Lagerweij have shown to SNS Bank NV these past months, and before that too.

Utrecht, 26 March 2014

On behalf of the Supervisory Board Jan Nooitgedagt, Chairman