Rolinco N.V.

Investment company with variable capital, incorporated under Dutch law

Institution for collective investing in securities

Chamber of Commerce registration number 24107720

Annual report 2013

Rolinco N.V. 2

Table of contents

General Information 4

Key figures 6

Report of the management board 7

General introduction 7

Economy 7

Investment results 8

Investment policy 9

Sustainability investing 12

Risk management 13

Statement of operational management 14

Report on supervisory function 14

Takeover of Robeco Groep N.V. shares by the ORIX Corporation 15

Annual financial statements 16

Balance sheet 16

Profit and loss account 17

Cash-flow summary 17

Notes 18

General 18

Takeover of Robeco Groep N.V. shares by the ORIX Corporation 18

Risks relating to financial instruments 18

Accounting principles 20

Principles for determining the result 20

Notes to the balance sheet 22

Notes to the profit and loss account 27

Spread of net assets 30

Currency table 32

List of securities 33

Other data 35

Profit appropriation 35

Proposed profit appropriation 35

Special controlling rights in accordance with the Articles of Association 35

Events after balance sheet date 35

Fee changes 35

Change of fiscal status 35

Directors’ interests 35

Statement concerning the 6½% bond loan originally amounting to NLG 22,670,000 issued by Rolinco N.V. 36

Independent auditor’s report 37

Rolinco N.V. 3

Rolinco N.V.

(investment company with variable capital, having its registered office in Rotterdam, the Netherlands)

Contact details

Mr. D.H. Cross (company secretary)

Coolsingel 120

Postbus 973

NL-3000 AZ Rotterdam

Telephone +31 - 10 - 224 12 24

Fax +31 - 10 - 411 52 88

Internet: www.robeco.com

Management board (and Manager)

Robeco Institutional Asset Management B.V.

Management Board members:

Ms. L.M.T. Boeren

Ms. H.W.D.G. Borrie

Mr. R.M.S.M. Munsters

Mr. H.A.A. Rademaker

Mr. J.B.J. Stegmann

Fund Manager

Mr. Henk Grootveld

Mr Peter Ferket (until 8 November 2013)

Mr. M. van Lent (since 8 November 2013)

Paying Agent

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

NL-1062 PP Amsterdam

Fund agent

Rabo Securities

Europalaan 44

NL-3526 KS Utrecht

Independent Auditors

Ernst & Young Accountants LLP

Antonio Vivaldistraat 150

NL-1083 HP Amsterdam

Rolinco N.V. 4

General Information

Legal aspects

Rolinco N.V. (the 'fund') is an investment company with variable capital established in the Netherlands. Since 14

August 2012, the fund has been an Undertaking for Collective Investment in Transferable Securities (UCITS) within the

meaning of the Council Directive for Investment Institutions dated 13 July 2009 (Directive 2009/65/EG). UCITS have to

comply with restrictions to the investment policy in order to protect investors.

Introduction of share classes

The amendment resolution on the Financial Markets 2014 stipulates that distributors for investment institutions in the

Netherlands will now only be permitted to charge commission/distribution fees subject to stringent conditions. In this

connection, the fund has introduced a share class with a reduced management fee (without the distribution fee). It was

decided, ahead of this, at the Extraordinary General Meeting of Shareholders of 2 August 2013, to amend the fund’s

Articles of Association. The deed of amendment of the Articles of Association was executed on 20 August 2013.

The ordinary shares have been divided into three series. Hereinafter, a series will be referred to as a share class. At

closing date, the first two series were opened for trading. These series relate to the following share classes:

Share class A: Rolinco

Share class B: Rolinco – EUR G (opened for trading per 25 September 2013).

The ordinary shares that were already issued at the time of execution of the deed of amendment to the Articles of

Association were put into one series (Rolinco share class), without any other changes being implemented. Some

distributors in the Netherlands have taken advantage of the opportunity to exchange fund shares that are subject to a

distribution fee (enter share classes) for those that are not (enter EUR G share classes). This exchange did not take

place at any one fixed time and thus varies from one distributor to another.

Attribution to share classes

The fund is managed in such a way that the allocation of results to the different share classes occurs proportionately on

a daily basis. Issuing and repurchasing proprietary shares are registered per share class. The differences between the

various share classes are expressed in notes 15 to 17 in the financial statements.

Tax features

By virtue of section 6a of the Dutch Corporate Income Tax Act [Wet op de Vennootschapsbelasting], the Fund has had

the fiscal status of an exempt investment institution since 1 January 2010. This means that the Fund is exempted from

paying corporate-income tax, providing it meets the requirements of this section and no Dutch dividend tax is withheld

on the dividends distributed by the fund.

Liquidity of ordinary shares

The fund is an open-end investment company, meaning that, barring exceptional circumstances, it issues and

repurchases its shares on a daily basis at prices approximating net asset value, augmented or reduced by a limited

surcharge or discount. The only purpose of this surcharge or discount is to cover the costs made by the fund related to

the entry and exit of investors. The maximum current surcharge or discount is 0.35%. Any surplus or deficit accrues or is

charged to the fund.

The Rolinco share class is listed on Euronext Amsterdam1, segment Euronext Fund Service. In addition, the fund is listed

on the stock-exchanges of Berlin, Dusseldorf, Frankfurt, Hamburg, Luxembourg, Munich, Paris, Vienna and Zurich.

The cumulative preference shares are listed on Euronext Amsterdam, segment Euronext Fund Service.

The Rolinco – EUR G share class is listed on Euronext Amsterdam1, segment Euronext Fund Service.

1 Depending on the distributor, Rolinco or Rolinco – EUR G may be invested in.

Rolinco N.V. 5

Key investor information and prospectus

A prospectus and a key-investor-information document with information on the product and its associated costs and

risks are available for Robeco N.V. Both documents are available free of charge at the fund’s offices and at

www.robeco.com.

Representative and paying agent in Switzerland

RobecoSAM AG, Josefstrasse 218, CH-8005 Zurich, is the fund’s appointed representative in Switzerland. Copies of the

key-investor information document, the prospectus, Articles of Association, annual and semiannual 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.

Representative and paying agent in Switzerland

State Street Bank GmbH - Frankfurt Branch (Agent Fund Trading), Solmsstrasse 83, D-60486 Frankfurt am Main is

assigned as paying agent in Germany. The information address for Germany is Robeco Deutschland, Taunusanlage 17,

D-60325 Frankfurt am Main. The Prospectus, the articles of association and the annual/semi-annual reports may be

obtained free of charge from the information address. The prices at which shares are bought and sold are published in

the journal Börsenzeitung.

Financial service in Belgium

CACEIS Belgium N.V., Havenstraat 86C Bus 320, 1000 Brussels, has been appointed as financial-services provider in

Belgium.

Translations

This report is also published in Dutch and German. Only the original Dutch edition is binding and will be submitted to

the General Meeting of Shareholders.

Rolinco N.V. 6

Key figures

Overview 2009 - 2013

Rolinco

2013 1

2012

2011

2010

2009

Average

Performance in % based on:

- Market price 1,2

28.1

14.8

-16.1

21.9

37.3

15.6

- Net asset value 1,2

27.7

16.0

-15.7

22.2

33.6

15.3

- MSCI All Country World Index 3

17.5

14.3

-4.2

19.9

32.3

15.3

Dividend in EUR 4

–

–

–

–

0.20

Total net assets 5

608

604

607

789

715

Rolinco - EUR G 2013 6

Performance in % based on:

- Market price 1,2

7.6

- Net asset value 1,2

8.5

- MSCI All Country World Index 3

4.2

Dividend in EUR 4

–

Total net assets 5

48

1 Possible differences between the performance based on market price and on net asset value are caused by the fact that the last market price of the reporting period and the net asset value are determined at different times. The last market price of the reporting period, is the price on the last market day of the reporting period concerned and uses the price data at 06:00h. The net asset value is based on the valuation figures from the close of trading on that same day.

2 In the case of dividend payments in any year, reinvestment of the dividend distributed is assumed.

3 Until 1 January 2011, the fund's index was the S&P/Citigroup World Growth Primary Market Index; from 1 January 2011, this was the MSCI All Country World Index. Currencies have been converted at rates supplied by World Market Reuters.

4 The dividend relates to the financial year stated and is paid out in the following financial year.

5 In millions of euros.

6 Concerns the period from 25 September through 31 December 2013.

Rolinco N.V. 7

Report of the management board

General introduction

Economy

The year 2013 was a turbulent one for the global economy, during which a clearer divergence became apparent

between developed countries and emerging markets. While the United States, Europe and Japan showed a clear

acceleration, emerging-market growth rates slowed. It was also a year in which the reduction in public- and private-

sector debt burdens in Western countries continued, but at a slower pace. The eurozone periphery showed the first

signs of recovery after stringent austerity measures and structural reforms were imposed by the Troika (ECB, IMF and

EC).

It was once again central banks that played the key role in last years macroeconomic constellation. Japan's central

bank was very assertive in 2013, with its policy of quantitative easing aimed at weakening the yen, which proved

successful. The Fed on the other hand announced the reduction of its unconventional monetary measures. The ECB was

given a new mandate as supranational regulator in the as yet unformed European banking union and unexpectedly cut

interest rates in November in an attempt to call a halt to the disinflationary trend in the eurozone.

The central banks' continued relaxed monetary policies – especially the Fed's – translated more starkly in 2013 than in

previous years into rising house and stock prices and increasing industrial activity. Lower energy prices provided a

tailwind, partly as a result of an oil rush in the US driven by the extraction of shale gas and of oil from tar sands.

Favorable inflation numbers also supported a strategy of relaxed monetary policy.

In the spring of 2013, the recovery in the US became more visible, translating into gradually rising real interest rates.

However, capital-market rates only started to rise markedly in response to chairman Bernanke's announcement on 22

May that for the first time intimated that the Fed would start reducing quantitative easing, possibly in autumn 2013. In

the end though, the actual announcement of tapering took longer than markets had expected on the basis of

Bernanke’s statement in May. A decision to start tapering in September was postponed unexpectedly, partly due to a

worrying political power struggle in Washington over the budget, automatic austerity measures and an increase in the

debt ceiling. Republicans and Democrats never managed to reach a compromise on ‘Obamacare’, leading in October

to a 16-day partial government shutdown. However, the economic fallout resulting from this political incapacity

remained limited, eventually leading in December to the Fed's decision to start tapering its monthly bond-buying

program in January 2014 from USD 85 billion to USD 75 billion.

Rising capital-market rates in the US were not without consequences for emerging markets. The improved growth

outlook in developed markets led to strong capital outflows from the more liquid emerging markets into developed

markets. This resulted in significant depreciations in emerging-market currencies versus the dollar. In addition to their

susceptibility to capital outflows, it also turned out that the underlying recovery in emerging markets was fragile.

Supply-side problems in these economies (inflexible labor market (South Africa), poorly maintained infrastructure

(India and Brazil)) and political instability obstructed faster growth. During its Third Plenum, China showed a

willingness to implement reforms. Xi Jingping, the president of China elected in 2012, announced a range of measures,

including steps to prevent over-investment and to guide the transition from an export-driven economy to a more

consumer-driven infrastructure. At the same time, the Chinese monetary authorities sent out more tightening signals to

the money market in order to counter excessive lending by Chinese banks. Chinese policy appears increasingly to be

focusing on the quality of the economic structure rather than on quantity-driven growth.

Outlook for the equity markets

The year 2013 was a strong one for global equity markets, with a total return of 17.5% for the MSCI World Index All

Countries in euros. Developed markets were mostly responsible for these returns. Emerging markets clearly lagged,

with a negative return of 6.9% in euros. Strikingly, earnings growth lagged price movements, driving stock valuations

higher. Price movements were affected by optimism on the recovery in the US and the eurozone, the relaxed monetary

policy and the successful start of Abenomics, Japan's new economic policy. Sentiment towards risky assets also

improved.

Rolinco N.V. 8

We do not expect equity returns in 2014 to exceed the strong performance of 2013. As a result of this, we think stock

prices will appreciate less sharply than last year. Although the gradual reduction in the Fed's relaxed monetary policy is

a signal that economic growth is recovering adequately, the big question for investors is whether it is strong enough to

generate the expected earnings growth. There is now less room for even higher price-earnings ratios. And yet to a

certain extent investors will still be prepared to accept lagging earnings growth, as they did last year. Firstly, the

opportunity costs of investing in equities are low because of the excessive liquidity in the system and the continuing

search for extra returns. Moderately rising interest rates in developed markets, which Robeco expects for 2014, make

bonds and interest-rate sensitive assets relatively unattractive. Secondly, rising real rates indicate an upturn in the

economic cycle, which usually translates into higher corporate earnings. Given our expectation of a recovery in growth

in 2014, especially in the US and Europe, the increase in valuations in developed markets is not excessive. We think

underlying earnings growth will tend to move sideways. A further expansion of already historically high profit margins

is unlikely, as is a return to the historical average. Persistent capacity underutilization in the global economy still offers

workers insufficient negotiating power to drive wage costs significantly higher. Companies' interest burdens will remain

limited for the time being due to less leveraged financing and restricted refinancing risks.

The valuation of equities in emerging markets appears relatively favorable, with deceleration of economic growth

unlikely to intensify further over the coming year. The tepid recovery in emerging markets remains vulnerable,

however, as a result of political uncertainty resulting from a string of elections in Brazil, India, Indonesia and South

Africa, and elsewhere. In China, the transition that has begun from export-led economy to a more consumer-oriented

growth model could generate uncertainty, as this will be accompanied by lower structural growth. Rising US bond

yields may provoke the further depreciation of emerging-market currencies.

We believe that our base scenario of recovering global growth with continuing relaxed monetary policy will remain

favorable for risky assets. However, there are various alternative scenarios that could change this preference for risky

assets in 2014. Reasons could be, for instance, synchronous economic recovery in the G3 countries in early 2014, a

sustained deflationary trend in Europe, a strong slowdown in growth in China and a recession in Japan following the

substantial VAT increase in the spring of 2014.

Investment results

Investment result per share class

Share Class

Price in EUR x 1 31/12/2013

Price in EUR x 1 31/12/2012

Dividend paid in

April 2013

Investment result reporting period in %

1

Rolinco

–

- Market price

26.10

20.38

28.1

- Net asset value

26.32

20.61

27.7

Rolinco EUR G

–

- Market price

26.90

25.00 2

7.6

- Net asset value

27.13

25.00 2

8.5

1 In the case of dividend payments in any year, reinvestment of the dividend distributed is assumed. 2 Issue price as of 25 September 2013.

2013 was once again an excellent year for investing, with healthy returns for the share classes of Rolinco N.V. that

were markedly higher than those of the reference index, the MSCI All Country Index, over the period concerned.

However, there was a major difference between returns realized on established stock exchanges, such as in the US and

Japan, and those generated on emerging markets, such as China and Brazil. The US S&P500 Index, for instance, rose

by 30%, and the Japanese Nikkei Index by as much as 56%, although this was offset by a depreciation of 33% for the

Japanese yen. Conversely, the Shanghai market fell 7.0%, and the Brazilian Ibovespa Index declined by a striking 16% –

and that is before deduction of the 14% depreciation in the Brazilian real.

Rolinco N.V. 9

The theme funds of Robeco Group and RobecoSAM generally did very well in 2013. Over the first ten months of 2013,

the period in which Rolinco N.V. invested largely in funds, Robeco Global Consumer Trends Equities and RobecoSAM

Sustainable Healthy Living were head and shoulders above the rest in terms of their performance, with returns of 30%

and 29%, respectively. For comparison, over the same period, the reference index – de MSCI All Country Index – rose

19%. At the bottom of the list was the theme fund Robeco Natural Resources Equities, which was the only one to

realize a negative return over the first ten months. The funds through which Rolinco N.V. had exposure to the

emerging-markets theme (Robeco Active Quant Emerging Markets Equities and Robeco Asian Stars Equities) both

managed to realize a positive return over the first ten months, but clearly lagged the reference index.

Over the last two months of 2013, Rolinco N.V. was mainly invested in direct stock positions. The stocks selected can be

divided into four top-down trends. Over this brief period, the trends Digital World and Getting Old And Staying Healthy

generated the best returns, with increases of 2.8% and 3.0%, respectively, offset by a decline in the reference index of

0.4% over the same period. The stocks in the Industrial Renaissance trend managed to realize a return of 0.9%, while

the Emerging Middle Class trend generated a negative return of -0.2% over the last two months of 2013.

The derivative positions also contributed to the positive investment result in 2013. Specifically, the combination of the

long position on the Japanese Topix Index (using a future), and the short in Japanese yen (using a forward) was

successful. The Topix rose by 52% in 2013, while the Japanese yen declined by 33% versus the euro.

Investment policy The thematic method of investing used by Rolinco N.V. since 2009 initially implemented using participating units in the

theme funds of the Robeco Group and its Swiss daughter RobecoSAM, specialist in sustainable investing. In November

2013, Rolinco N.V. switched from investing in funds to direct investing in equities, a switch that was based on two

motivations. The first is that investing directly in equities creates a better coordinated and more flexible investment

policy aimed at the four trends we think generate the best returns over the longer term. The second motivation is more

practical in nature: due to the announced merger of the Robeco Natural Resources Equities and Robeco Infrastructure

Equities theme funds, the list of theme funds from which Rolinco N.V. can select became too limited to ensure the

compilation of a well-diversified global portfolio. The investment policy of Rolinco N.V. has not changed through direct

investing: the fund continues to focus on growth stocks using top-down selection of a number of growth trends that

develop over a longer period, but since November 2013 the fund managers have been structuring these trends

themselves using equity positions. They are of course supported in this by the experts at the Trends Investing Team, the

specialists in sustainable investing of RobecoSAM, and the quantitative models developed at Robeco. The top-down

growth trends Rolinco N.V. has opted for are: the Digital World, the Emerging Middle Class, the Industrial Renaissance

and Getting Old And Staying Healthy.

The Digital World

A large part of the global economy has already been digitized and this offers huge potential for future innovation. The

digital world is already making existing products and services cheaper, through e-commerce for instance. What is more,

it also provides a platform for new products and services that used to be considered impossible. The growth

opportunities for new companies in this trend are substantial and we see a great deal of potential specifically in digital

consumers, digital businesses and of course digital banks. With the advent of the smartphone, consumers not only

carry the world's high street in their pocket, but also a digital wallet. At the end of 2013, Rolinco N.V. had about 26% of

its assets invested in this trend, with a basket of 18 stocks. For example, we have built a position in Priceline.com, the

world's biggest web-based travel store. Moreover, we are also very positive about the strong position that MasterCard

and Visa currently have in internet payment traffic. Both are therefore included as a position in Rolinco N.V.

The Industrial Renaissance

In December 2013, Rolinco N.V. had about 5% of its assets invested in this trend, which was still referred to at that

point as the Third Industrial Revolution, and expanded this position in November 2013 to 28% of assets invested with a

basket of 19 stocks. We aim here at stocks that will benefit from major changes we expect to see in the manufacture of

goods across the world. We expect in the near future that it will be possible to produce individually modified products

quickly and cheaply close to home. As a result of the general digitization of society, and the introduction of a number of

new technologies such as Cloud computing, 3-D printers, nano techniques and robotics, it is already possible today to

print perfectly fitting crowns while the patient waits in the dentist's chair. Partly as a result of these new technologies, a

Rolinco N.V. 10

turning point has been reached in outsourcing of manufacturing. In the United States, for instance, cheaper labor in

Asia hardly outweighs the transport costs any longer. Employment costs in China have been rising in double-digit

percentages each year, whereas the costs of installing robots are going down as a result of Cloud computing and

robotics. In conjunction with the substantially lower energy prices in the United States resulting from the extraction of

cheap shale gas, this marks the turning point at which companies will again start manufacturing their products for

America in America. In recent years, many chemical and automobile companies in the US and Mexico have already

taken this step. We expect this to become even more widespread in 2014 and beyond, and that the same effect will

become evident in Europe. Particularly now that labor in countries such as Spain and Italy has become so much

cheaper. Examples of robot manufacturers and automation specialists that were taken over are Fanuc and Keyence

from Japan and America's Rockwell Automation.

The Emerging Middle Class

Rising prosperity in emerging markets like China, Brazil and India will drive a sharp increase in local consumer products

for basic needs, such as food and diapers. Furthermore, we think that providers of simple financial products, such as

auto insurance and mortgages, could benefit from this emerging middle class, as could a number of Western luxury

brands. At the end of 2013, Rolinco N.V. had about 18% of its assets under management invested in this trend, with a

basket of 11 stocks. Examples of the holdings that Rolinco N.V. has acquired are Swiss watchmaker Richemont and

Chinese cookie and snack producer Want Want China.

Getting Old And Staying Healthy

The ‘tsunami of ageing’ that awaits us in the 21st century is larger than we have ever before faced. Not only in Western

countries, but China and Russia too face declining and ageing populations over the coming years. This exerts pressure

on the affordability of health care in these countries. Governments simply cannot keep paying the ever rising costs of

health care, especially considering national debt levels. We expect this to have two effects on future health-care

spending. Firstly, there will be a shift to preventive and personal care screening, instead of expensive treatments in

hospitals. It is for instance possible, using an individual's DNA, to create personal medicines and care that are much

more effective. The second effect is that a healthy lifestyle with sport and proper nutrition will be stimulated and

rewarded in future. In addition to demand for health care, ageing will also go hand in hand with strong growth in

demand for pension products and leisure activities. At the end of 2013, Rolinco N.V. had about 27.5% of its assets

under management invested in this trend, with a basket of 15 stocks. This includes not only Nike's sports clothing and

shoes, but also machines for DNA analysis by Illumina and pension products by Ameriprise Financial.

Robeco New World Financials Equities

This thematic investment fund for financial securities realized an excellent return of 25% over the first ten months of

2013. This was clearly better than that of the reference index, as well as higher than comparable funds in financial

securities over the same period. Robeco New World Financials Equities plays three growth trends in the world of

financial securities. The first trend is called “Digital Finance”, or who will bank the internet? The second trend relates to

“Emerging Finance”: which bank or insurer will provide financial products to the new emerging-market middle class?

The third trend is known as “Aging Finance” and aims to anticipate the ageing populations of America and Europe and

the growing need for good pension products. The best returns were realized in this theme funds with the trend “Aging

Finance”, with the positions in US pension-producer specialist Lincoln National and US asset manager Apollo Global

Management being most striking, with returns of 71% and 101%, respectively. Rolinco N.V. began 2013 with 10% of its

assets under management in Robeco New World Financials Equities, but sold off this position in November with its

switch to direct investing.

Robeco Global Consumer Trends Equities

The theme fund Robeco Global Consumer Trends Equities focuses on three strong long-term consumer trends – new

consumers in emerging countries; the digital consumer; and strong brands. With returns of more than 29%, Robeco

Global Consumer Trends Equities was again one of Rolinco N.V.’s best-performing investments over the first ten months

of 2013. And the ‘digital consumer’ sub-theme made a significant contribution to this. The positions in online clothes

store ASOS and the professional network site LinkedIn realized very good returns in the first ten months of 2013, both

rising by almost 100%. In 2013, Rolinco N.V. fairly consistently invested about 18% of its assets in Robeco Global

Consumer Trends Equities until the end of September, when it started gradually selling this fund. This sale was

completed at the end of October.

Rolinco N.V. 11

RobecoSAM Sustainable Agribusiness Equities

This theme-based fund is focused on companies that offer solutions for the food scarcity threatening the world,

including producers of artificial fertilizer, seed-improvement companies and efficient vegetable or fruit growers. Rolinco

N.V. invested about 10% of its assets in RobecoSAM Sustainable Agribusiness Equities in the first ten months of 2013,

selling this holding in November during the transfer to direct investing. The theme fund rose 9.5% over this period, thus

lagging the reference index – de MSCI All Country Index – which increased 19% over the same period. The main reason

for these lagging returns were kali and potash producers, such as Germany's K&S and Canada's Potash Corp, which

declined more than 40% when the potash cartel was terminated in late 2013 and prices for this key fertilizer mineral

dropped by 10%.

Emerging markets: Robeco Asian Stars Equities and Robeco Active Quant Emerging Markets Equities

Rolinco N.V. had more exposure to emerging markets in 2013, given the higher growth profile and far younger

population of these emerging countries, the better valuation, and the greater potential for monetary and fiscal easing

to stimulate the economy in comparison with mature markets. With hindsight this was not a good decision, as

emerging markets strongly lagged developed markets. Over the first ten months of 2013, Rolinco N.V. invested a

reasonably consistent 7.5% of its assets initially in Robeco Active Quant Emerging Markets Equities and later in Robeco

Asian Stars Equities. In February, Rolinco N.V. sold Robeco Active Quant Emerging Markets Equities to buy a position in

Robeco Asian Stars Equities. The motivation behind this was that we were especially enthusiastic on the outlook for

Asian emerging markets, such as China and Korea, and less so for Latin-American and African markets. The household

accounts of Asian economies are clearly in a healthier state. This notion was basically correct, given that the Brazilian

market did markedly worse in 2013 than China's, but Asian markets failed in their turn to keep up with the US market.

From November, we started reducing the position in Robeco Asian Stars Equities.

Robeco Infrastructure Equities

This theme fund focused on companies that can benefit from the demand for infrastructure as a result of the growing

global population, rising prosperity, urbanization in emerging markets and the obsolete infrastructure in the West.

These included civil-engineering companies and specialized construction firms in the field of water and energy

infrastructure. The best investments of Robeco Infrastructure Equities in 2013 were Danish Vestas, global market leader

in wind turbines, and Chicago Bridge & Iron, has constructed a great deal of new infrastructure for the US chemical

sector. Over the first ten months of 2013, the share price of Chicago Bridge & Iron rose 55%, and that of Vestas by as

much as 350%. Rolinco N.V. invested about 15% of its assets during this period in Robeco Infrastructure Equities,

selling this position in November during the transfer to direct investment. This theme fund rose by 16.9% over the first

ten months of 2013.

RobecoSAM Sustainable Healthy Living Fund

The RobecoSAM Sustainable Healthy Living fund mainly aims at keeping the ageing population healthy and has based

its stock selection on the principle that prevention is better than cure. Healthy food, more physical exercise and regular

medical check-ups can prevent many expensive surgical operations and reduce the use of medication. This thematic

approach was once again successful in 2013. RobecoSAM Sustainable Healthy Living Fund rose 29% over the first ten

months of 2013, mainly due to the healthy food and nutritional supplements segments. In the nutritional supplements

segment, the positions in vitamin producer GNC and in Herbalife, which makes money from direct home sales of dietary

products and healthy nutrition, were strikingly positive, with returns of 80% and 105%. Until the switch to direct

investing in November, this fund was good for an average 13.5% of the assets invested. In November, the position in

RobecoSAM Sustainable Healthy Living Fund was sold in several steps.

RobecoSAM Smart Energy Fund

For the RobecoSAM Smart Energy Fund, 2013 was a slightly more difficult investment year. This theme fund rose by

6.8% over the first ten months of the year and thus lagged the reference index. Specifically the positions in companies

focusing on developing and producing batteries and accumulators were unsuccessful over this period. Rolinco N.V. had

5% of its assets invested in RobecoSAM Smart Energy Fund until the switch to direct investing, selling its position in

November 2013.

Rolinco N.V. 12

Robeco Natural Resources Equities

Both at the beginning and at the end of the year, oil prices were at $110 (Brent), but this was about the only

commodity that kept its head above water in 2013. Industrial metals like iron ore and copper on the other hand

declined by 8–10% in 2013, with precious metals like gold and silver falling by as much as 30%. It was therefore

extremely difficult for the Robeco Natural Resources Equities theme fund to realize a positive return by investing in

mining and oil companies. The performance over the first ten months of 2013 ended at -3.7%, with the pressure

mainly coming from investments in gold-mining companies: despite the positions in these companies having halved

already by midway through the reporting period, price declines in Kinross Gold, Franco Nevada, Goldcorp and Barrick

Gold of 30% to 45% were the key reason for the disappointing investment result. Rolinco N.V. had a position in Robeco

Natural Resources Equities of 10% of assets over the first ten months of the year, selling this position during the switch

to direct investing in November.

Derivative positions

During almost the entire year, we maintained additional exposure to Japanese stocks by maintaining a futures position

on the Japanese Topix Index of an average of 7.5% of Rolinco N.V. assets. The reason for this was the plan of prime

minister Abe's cabinet in late 2012 to everything possible to drag Japan out of its deflationary spiral and create 2–3%

inflation. In addition to stimulating the local economy, the new government also wants to provide substantial backing

for the export sector, which is essential to Japan, by seriously weakening the yen through exchanging the large

volumes of freshly printed yen for other currencies. This policy proved very successful in 2013, as witnessed by the 33%

decline in the yen versus the euro, and the positive impact this had on business was reflected in a rise of 52% for the

Topix Index. In addition to the extra long position in Japanese equities, the Japanese yen exposure was hedged

throughout the year by creating a short yen/long EUR position. During the first ten months of 2013, the fund also had

a short EUR / long USD hedged position as insurance against the eurocrisis flaring up again.

Sustainability investing

The sustainability investing carried out by funds at Robeco is implemented with minimum restrictions to the investment

universe, and consists of a combination of effective instruments:

• exercising voting rights

• engagement

• exclusions

• Integrating ESG factors1 into the investment processes.

Exercising voting rights

The Manager aspires to exercise voting rights on shares held by the fund throughout the world and is convinced that

good corporate governance in the longer term is beneficial to shareholder value. The corporate-governance policy of

the Manager is based on the internationally accepted principles of the International Corporate Governance Network

(ICGN). The Manager is of the opinion that local legislation and codes for corporate governance, such as the Corporate

Governance Code in the Netherlands, should be guiding principles for corporate-governance practice and voting

behavior. This approach is in line with principles 7 and 9 of the ICGN Global Corporate Governance Principles, which

focus on transparency and the responsibilities of shareholders.

Engagement

Engagement means making active use of the rights of investors to influence how companies are managed. Robeco

enters into active dialogue with companies about corporate social responsibility. In our opinion this will increase

shareholder value for our clients in the longer term. We use an integral approach, which combines the expertise of our

investment analysts, our sustainability-investing research analysts and our engagement specialists. By using financially

material information as the basis for our talks, we strive to ensure that our dialogue introduces added value and

improves the risk/return profile of the company's stock. This way we generate value for our clients as well as the

company.

Exclusions

Robeco's exclusion policy is based on two main exclusion criteria. Firstly, it excludes companies that are involved in the

production of controversial weapons or essential components for such weapons, or that gain significant revenues from

1 ESG stands for Environmental, Social and Governance.

Rolinco N.V. 13

the sale or transport of these weapons. We base our policy of not investing in such companies on a legislative

amendment in the Netherlands governing investments in cluster-munition companies effective since 1 January 2013.

Besides the exclusion policy for companies, Robeco also has an exclusion policy for countries. Robeco considers any

country that systematically violates the human rights of its own citizens as controversial. These exclusions apply to

country-related investments (such as government bonds). Secondly, an unsuccessful dialogue may in time lead to a

company's exclusion from the investment universe. Such a dialogue with a company concerns serious and systematic

violations of widely accepted international directives on good corporate governance. Robeco focuses in particular on

the United Nations Global Compact. Robeco Group’s Management Board has the final authority to exclude companies

and countries. Robeco Institutional Asset Management B.V. will apply this exclusion list in its capacity as manager.

Integration of ESG factors in investment processes

For the Rolinco fund, we combine fundamental analysis with Robeco's proprietary quantitative models and use the

sustainability data of RobecoSAM if this is available for our universe. We expand our research with data from service

provider EIRIS. In our fundamental analysis of and engagement with businesses, we focus on governance issues. The

selected underlying growth trends have a strong ESG component, as they focus on a future that is less grounded on the

use of natural resources.

Risk management

The fund uses financial instruments, the associated risks of which are specified in the financial statements. Risk

management is an integral part of the investment process. The most significant risks such as price risk, credit risk and

liquidity risk, are monitored. In addition, an independent risk-management department reporting directly to senior

management carries out control checks.

Financial and operational risks are inherent in asset management. It is therefore very important to have a procedure

for controlling these risks embedded in the company's day-to-day operations. The Robeco Group uses a risk-

management framework (Robeco Control Framework) that guarantees the effective control of all types of risk. Within

this framework, risks are periodically identified and assessed as to their significance and materiality. Internal

procedures and measures are focused on providing a structure to control both financial and operational risks. The risks,

procedures and measures are all actively monitored.

Specific attention is paid to the continuity of critical operational processes. To this end, the Robeco Group has taken

measures to minimize as far as possible any damage that would result from an interruption of its services. The Business

Continuity Management (BCM) process has established a solid crisis organization with an extensive system of BCM

policies and guidelines based on ISO 22301 (the internationally accepted standard for business continuity) to ensure

that critical processes and services are maintained in a crisis. The BCM provisions and plans are tested extensively by

performing, among other things, crisis simulations and technical relocation tests.

In 2013, the risk-management framework was anchored more securely within the Robeco Group, and measures were

taken to strengthen its efficiency by having first-line management perform more risk assessments, and second-line risk

management execute testing tasks. Partly as a result of this, internal reporting of risks to the risk committees has been

further improved. This makes it possible to respond more rapidly to risk alerts, and helps structure the risk-

management process further.

In the field of market risk, the methodology of applying the principal risk criteria (tracking error and value at risk) has

been improved. These risk criteria now have increased predictive value. As a result, the Robeco Group is better able to

make an accurate assessment of the relative market risk in the investment portfolio. This adjustment improves the link

between relative market risk in portfolio and a client's risk profile.

In addition, measures were taken in 2013 to further limit possible losses resulting from a possible bankruptcy of a

counterparty: outstanding cash receivables have been distributed over more counterparties, thereby reducing the

concentration risks. Moreover, contractual agreements on the exchange of collateral have been made with virtually all

parties involved in forward exchange contracts.

Rolinco N.V. 14

Statement of operational management

Robeco Institutional Asset Management B.V. has a statement of operational management, which meets the

requirements of the Dutch Financial Supervision Act [Wet op het financieel toezicht, or 'Wft'] and the Dutch Market

Conduct Supervision of Financial Enterprises Decree [Besluit gedragstoezicht financiële ondernemingen, of ‘Bgfo’].

Activities

We have assessed several aspects of operational management throughout the past financial year. In our assessment

we noted nothing that would lead us to conclude that the description of the structural aspects of operational

management within the meaning of article 121 of the Bgfo failed to meet the requirements as specified in the Wft and

related regulations. On the basis of this we, as directors of Robeco Institutional Asset Management B.V., declare that

we possess a statement of operational management as defined by article 121 of the Bgfo, which meets the

requirements of the Bgfo.

Report on operational management

Barring the following findings, we noted nothing that would lead us to conclude that operational management does

not function as described in this statement. We therefore declare with reasonable assurance that operational

management has been effective and has functioned as described throughout the reporting year, barring the findings

below.

Findings

RIAM cannot fully demonstrate that the control measures for logical access security functioned during the period 1

January 2013 - 30 June 2013. The requisite measures were taken, and since 1 July 2013 the process has functioned as

intended.

During the implementation of Dimension, the new back-office system, RIAM noticed that the timeliness of cash

reconciliation needed improving, particularly the 'automatch' function. Appropriate measures were taken to improve

the system's timeliness. Since 15 January 2014, the cash reconciliation system has worked correctly. RIAM concludes

that the above findings have had no impact on the accuracy and completeness of reports on client portfolios and the

associated NAV data.

Report on supervisory function

The Supervisory Board of Robeco Groep N.V. has set up a number of committees (Audit & Risk Committee, Investment

Committee and Nomination, Remuneration & Corporate Governance Committee). These committees consist mainly of

independent supervisory members as specified by the Corporate Governance Code.

In the reporting period, the members of the Audit & Risk Committee were: A. Bruggink, A.C. Dorland S.E. Eisma, M.

Inoue (from 24 July), G. Izeboud RA (chairman until 28 June), J.J. Nooitgedagt (chairman from 7 November)

and D.P.M. Verbeek. They convened six times. The meetings of the Audit & Risk Committee were also attended by the

members of the Management Board of Robeco Groep N.V., the heads of department of Group Internal Audit, Group

Compliance and Group Risk Management, as well as representatives from Ernst & Young Accountants LLP. Compliance,

audit and risk-management matters are discussed by the Audit & Risk Committee. Robeco has its own Principles on

Fund Governance. These principles largely correspond to the principles of the Dutch Fund and Asset Management

Association (DUFAS). In 2012, Robeco's Group Internal Audit compared the DUFAS Principles with Robeco's own

Principles, and proposed two small adjustments, which have been implemented by Group Compliance. In addition, the

text on the monitoring procedure has been adapted: Group Internal Audit will give each Principle an audit at least once

every three years, and Group Compliance will monitor the Principles on a continuous basis.

In the reporting period, the members of the Investment Committee were: A. Bruggink, A.C. Dorland, M. Inoue (from 24

July), G. Izeboud (until 28 June), Ph. Lambert (chairman) and D.P.M. Verbeek. They convened four times. These

meetings were attended by the members of the Management Board of Robeco Groep N.V. and representatives from

the investment departments. Topics that were discussed include the Robeco Group product range, the investment

capability/profitability analysis, the investment policy and developments relating to performance. During these

discussions, comparisons were also made between the performance and the set performance targets and ratings, such

as those of Morningstar. Developments in the financial markets are another fixed item on the agenda.

Rolinco N.V. 15

In the reporting period, the members of the Nomination, Remuneration & Corporate Governance Committee were S.E.

Eisma (chairman), M. Inoue (from 24 July), Ph. Lambert (until 28 June), P.J.A. van Schijndel (until 1 July) and D.P.M.

Verbeek. They convened four times. These meetings were also attended by the CEO and the head of the Group Human

Resources department. Topics discussed in these meetings include the succession and continuity policies, and the

remuneration policy for the members of the Management Board of Robeco Group N.V. and senior management

Takeover of Robeco Groep N.V. shares by the ORIX Corporation On 19 February 2013, ORIX Corporation (ORIX), Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (Rabobank) and

Robeco Groep N.V. announced that ORIX had acquired 90.01% of its shares in Robeco Groep N.V. from Rabobank. This

transaction was concluded on 1 July 2013 after the legal authorization was obtained. ORIX supports Robeco's strategy

for the period 2010 - 2014, its client services, investment processes and teams, based on the company's long-term

commitment to give its clients added value. The takeover will have no effect on the economic assets of the funds or on

their investment policy.

Rotterdam, 12 March 2014

The Management Board

Rolinco N.V. 16

Annual financial statements

Balance sheet before profit appropriation, EUR x thousand 31/12/2013 31/12/2012

Investments

Financial investments

Equities 1

623,859

29,482

Investments in Robeco Group mutual funds 2

28,561 561,718

Derivatives 3.14

643 4,496

Total investments

653,063 595,696

Accounts receivable

Receivables on securities transactions 6,364 –

Receivables on affiliated companies 4

168 460

Other receivables 5

1,680 159

8,212 619

Other assets

Cash and cash equivalents 6

11,368 20,545

Accounts payable

Payable on securities transactions 2,611

2,371

Payable to credit institutions 7

1,397 509

Payable to affiliated companies 8

538 508

Payable on collateral 9

600 –

Other liabilities 10

5,772 1,981

10,918 5,369

Accounts receivable and other assets less accounts payable

8,662 15,795

Shareholders’ equity 661,725 611,491

Composition of shareholders’ equity

Issued capital 12.13

24,831 29,328

Other reserves 12

476,073 481,085

Net result 12

154,120 94,079

655,024 604,492

6½% cumulative preference shares 12

6,701 6,999

661,725 611,491

Net asset value Rolinco per share 26.32 20.61

Net asset value Rolinco - EUR G per share 27.13 –

The numbers of the items in the financial statements refer to the numbers in the Notes.

Rolinco N.V. 17

Profit and loss account EUR x thousand 2013 2012

Investment income 15 1,174

342

Changes in value 1,2,3,15 158,958

99,730

160,132

100,072

Costs 16

Management costs 17 5,025

5,042

Service fee 17 757

756

Other costs 19 230

195

6,012

5,993

Net result 154,120

94,079

Cash-flow summary Indirect method, EUR x thousand 2013 2012

Cash flow from investment activities

Net result

154,120

94,079

Realized and unrealized results

–158,958

–99,730

Purchase of investments –651,556

–93,120

Sale of investments 751,847

210,060

Increase (–)/decrease (+) accounts receivable –7,244

–236

Increase (+)/decrease (–) accounts payable 1,097

2,140

89,306

113,193

Cash flow from financing activities

Received for shares subscribed 57,123

5,914

Paid for repurchase of own shares –160,387

–101,887

Purchase of 6.5% cumulative preference shares –290

–165

Profit distribution* –332

–454

Increase (–)/decrease (+) accounts receivable –349

–

Increase (+)/decrease (–) accounts payable 3,564

789

–100,671

–95,803

Net cash flow –11,365

17,390

Currency and cash revaluation 1,300

–1,036

Increase(+)/decrease(–) cash –10,065

16,354

Cash at opening date 20,545

3,682

Accounts payable to credit institutions at opening date –509

–

Total cash at opening date 20,036

3,682

Cash at closing date 11,368

20,545

Accounts payable to credit institutions at closing date –1,397

–509

Total cash at closing date 9,971

20,036

* Concerns payment on 6½% cumulative preference shares only.

The numbers of the items in the financial statements refer to the numbers in the Notes.

Rolinco N.V. 18

Notes

General

The annual financial statements have been drawn up in conformity with Part 9, Book 2 of the Dutch Civil Code and the

Wft of 28 September 2006. The fund’s financial year is the same as the calendar year. The notes referring to fund

shares concern ordinary shares outstanding.

Ordinary shares are divided into three series, two of which are open for trading. Hereinafter, a series will be referred to

as a share class. The series open for trading include the following share categories:

Share class A: Rolinco

Share class B: Rolinco - EUR G.

Takeover of Robeco Groep N.V. shares by the ORIX Corporation On 19 February 2013, ORIX Corporation (ORIX), Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (Rabobank) and

Robeco Groep N.V. announced that ORIX had acquired 90.01% of its shares in Robeco Groep N.V. from Rabobank. This

transaction was concluded on 1 July 2013 after the legal authorization was obtained. ORIX supports Robeco's strategy

for the period 2010 - 2014, its client services, investment processes and teams, based on the company's long-term

commitment to give its clients added value. The takeover will have no effect on the economic assets of the funds or on

their investment policy.

Risks relating to financial instruments

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. For more information about the risks of this fund, please refer to the

prospectus.

General investment risk

The value of investments may fluctuate. Past performance is no guarantee of future results. The net asset value of the

fund depends on developments in the financial markets and can therefore either rise or fall. Shareholders run the risk

that their investments may end up being worth less than the amount invested, or even worth nothing. General

investment risk can be broken down into market risk, concentration risk and currency risk.

Market Risk

The net asset value of the fund is sensitive to market movements. In addition, investors should be aware of the

possibility that the value of investments may vary as a result of changes in political, economic or market circumstances,

as well as changes in an individual business situation.

Concentration risk

Based on its investment policy, the fund may invest in financial instruments from issuing institutions that (mainly)

operate within the same sector or region, or in the same market. If this is the case, the concentration of the investment

portfolio of the fund may cause events that have an effect on these issuing institutions to have a greater effect on the

fund assets than would occur with a less concentrated investment portfolio. For further quantitative information about

the concentration risk, please refer to the spread across countries and sectors in the Spread of net assets, which is part

of the Notes section.

Currency risk

All or part of the securities portfolio of the fund may be invested in currencies, or financial instruments denominated in

currencies other than the euro. As a result, fluctuations in exchange rates may have both a negative and a positive

effect on the investment result of the fund. Currency risks may be hedged with currency forward transactions and

currency options. For further quantitative information about the currency risk, please refer to the spread across

currencies in the Spread of net assets, which is part of the Notes section.

Rolinco N.V. 19

Counterparty risk

A counterparty of the fund may fail to fulfill its financial obligations arising from financial instruments towards the fund.

This so-called credit risk is limited as much as possible by taking every possible care in the selection of counterparties.

Wherever it is customary in the market, the fund will demand and obtain collateral. The amount that best represents

the total credit risk as at 31 December 2013 is EUR 20.2 million (EUR 25.8 million last year). In the calculation of the

total credit risk any collateral received is not taken into account. As at 31 December 2013 there were no counter parties

with an exposure of more than 5% of the total net assets.

Risk of investments in other investment institutions

When investing in other investment institutions, the fund is partly dependent upon the quality of services and the risk

profile of the investment institutions in which it invests. This risk is limited by means of careful selection of investment

institutions in which the Fund invests.

Risk of lending financial instruments

In the case of securities-lending transactions, the fund runs the risk that the borrower cannot comply with its obligation

to return the financial instruments on the agreed date or furnish the requested collateral. The lending policy of the

Fund is designed to control these risks as much as possible.

The credit worthiness of counter parties in securities-lending transactions is assessed on the basis of how independent

rating agencies regard their short-term credit worthiness and on the basis of their net assets. Guarantees given by

parent companies are also taken into account. The fund only accepts collateral from OECD countries in the form of:

– government bonds with a minimum credit rating of BBB-;

– the bonds of supranational bodies with a minimum credit rating of BBB-;

– stocks listed on the main indexes of stock markets in OECD countries;

and to a limited extent in the form of

– index trackers;

– stocks issued by financial institutions;

– cash.

As of balance-sheet date, the fund had received collateral ensuing from securities-lending transactions. More

information can be found in the Notes to the balance sheet.

Liquidity risk

The actual buying and selling prices of financial instruments in which the fund invests partly depend upon the liquidity

of the financial instruments in question. It is possible that a position taken on behalf of the fund cannot be quickly

liquidated at a reasonable price due to a lack of liquidity in the market in terms of supply and demand. The fund

minimizes this risk by mainly investing in financial instruments that are tradable on a daily basis.

Manager

Robeco Institutional Asset Management B.V. ("RIAM") manages the fund. In this capacity RIAM handles asset

management, administration, marketing and distribution of the fund. RIAM is licensed by the AFM as referred to in

Article 2:67, Paragraph 2 and Article 2:96 of the Wft and is supervised by the Dutch Authority for the Financial Markets

(‘AFM’). RIAM has listed the fund with AFM. RIAM is a 100% subsidiary of Robeco Groep N.V. ORIX acquired slightly

more than 90% of the equity in Robeco from Rabobank on 1 July 2013. Robeco Groep N.V. belonged to the Rabobank

Group until 1 July 2013, and as of that date, Robeco Groep N.V. became part of ORIX.

Affiliated companies

The fund and the manager may utilize the services of and carry out transactions with parties affiliated to the Fund as

referred to in the Bgfo, including Robeco Securities Lending B.V., Robeco Direct N.V., Robeco Nederland B.V., the

Rabobank Group until 1 July 2013, and after 1 July 2013, ORIX Corporation. The services entail the execution of tasks

that have been outsourced to these companies such as (1) securities lending, (2) hiring temporary staff and (3)

issuance and repurchase of the fund’s shares. Transactions that can be carried out with affiliated parties include the

following: treasury management, derivatives transactions, custody of financial instruments, lending of financial

Rolinco N.V. 20

instruments, credit extension, purchase and sale of financial instruments on regulated markets or through multilateral

trading facilities. All these services and transactions are executed at market rates.

Accounting principles

General

Unless stated otherwise, items shown in the annual financial statements are included at nominal value and expressed

in thousands of euros.

Liquidity of ordinary shares

The fund is an open-end investment company, meaning that, barring exceptional circumstances, it issues and

repurchases ordinary shares on a daily basis at prices approximating net asset value, augmented or reduced by a

limited surcharge or discount. The only purpose of this surcharge or discount is to cover the costs made by the fund

related to the entry and exit of investors. The maximum current surcharge or discount is 0.35%. Any surplus or deficit

accrues or is charged to the fund.

Financial investments

Financial investments are classified as trading portfolio and are valued at fair value, unless stated otherwise. The fair

value of stocks and investments in Robeco Group mutual funds is determined on the basis of market prices and other

market quotations at closing date. For derivatives and futures, the value is based on the market price and other market

quotations at closing date. The value of forward exchange contracts is based on market-listed currency rates and

reference interest rates at closing dates. Transaction costs incurred in the purchase and sale of investments are included

in the purchase or sale price as appropriate. The transaction date of an investment determines its inclusion in the

Balance sheet.

Presentation of derivatives

The market value of derivatives is reported in the Balance sheet. The presentation of the fair value is based on the

liabilities and receivables per contract. The receivables are reported under Financial investments and the liabilities are

reported under Accounts payable. The value of the derivatives’ underlying instruments is not included in the Balance

sheet. If applicable these are explained under Assets and liabilities not shown by the balance sheet.

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 other currencies are converted into euros at the exchange rate prevailing at balance-sheet

date. Any exchange-rate differences arising are accounted for in the profit and loss account.

Securities lending

Investments for which the legal ownership has been transferred by the Fund for a given period of time as a result of

securities-lending transactions, will continue to be included in the Fund’s Balance sheet during this period, since their

economic advantages and disadvantages, in the form of investment income and changes in value, will be added to or

deducted from the Fund’s result. The way in which collateral ensuing from securities-lending transactions is reported

depends on the nature of this collateral. If the collateral is received in the form of investments these will not be

included in the Balance sheet as the economic advantages and disadvantages relating to the collateral will be for the

account and risk of the counterparty. If the collateral is received in cash it will be included in the Balance sheet as, in

this case, the economic advantages and disadvantages will be for the account and risk of the Fund.

Principles for determining the result

General

Investment results are determined by investment income, rises or declines in stock prices, rises or declines in foreign

exchange rates and results of transactions in currencies, including forward transactions and other derivatives. Results

are allocated to the period to which they relate and are accounted for in the profit and loss account.

Rolinco N.V. 21

Investment income

Net cash dividends declared during the year under review, the nominal value of stock dividends declared, interest

received and paid and proceeds from securities lending transactions. Accrued interest at balance-sheet date is taken

into account.

Changes in value

Realized and unrealized capital gains and losses on securities and currencies are presented under this heading. Also the

refund on the management fee and service fee on investments in Robeco Group funds are factored in to the changes of

value.

Allocation of share classes

The fund is managed in such a way that the allocation of results to the different share classes occurs proportionately on

a daily basis. Issuing and repurchasing proprietary shares are registered per share class.

Rolinco N.V. 22

Notes to the balance sheet

1 Equities

Movements in the stock portfolio

EUR x thousand

2013

2012

Book value (fair value) at opening date 29,482

–

Purchases 602,928

28,171

Sales –47,632

–

Realized and unrealized results:

Stocks 54,954

1,909

Currencies –15,873

–598

Book value (fair value) at closing date 623,859

29,482

The section List of securities contains a breakdown of this portfolio and the distribution of the assets is given under the

heading Spread of net assets; both are part of the Notes section. Shares in an amount of EUR 6.7 million (0 at the end

of last year) were lent at balance-sheet date. To cover the risk of non-restitution, sufficient collateral with a value of EUR

7.3 million (0 at the end of last year) was demanded and obtained; this collateral is not included in the balance sheet.

2 Investments in Robeco Group mutual funds

Development of investments in Robeco Group mutual funds

EUR x thousand

2013

2012

Book value (fair value) at opening date 561,718

610,379

Purchases 48,628

64,949

Sales –675,503

–205,389

Realized and unrealized results:

stocks 93,718

91,779

Book value (fair value) at closing date 28,561

561,718

Investments in Robeco Group mutual funds

Fair value

Net asset value 2

Returns

Current expenses 3

EUR x thousand

EUR x 1

in %

31/12

31/12

31/12

31/12

2013

2012

2013

2012

2013

2012

2013

2012

Robeco Capital Growth Funds 4

Robeco Global Consumer Trends Equities Z EUR –

109,926

238.89 5

183.21

30.4 5

18.6

0.02

0.03

Robeco Natural Resources Equities Z EUR –

61,515

77.21 5

79.87

–3.3 5

3.0

0.03

0.03

Robeco Infrastructure Equities I EUR –

95,072

144.70 5

123.47

17.2 5

14.4

0.88

1.02

SAM Sustainable Agribusiness Equities I EUR –

64,495

126.13 5

115.17

9.5 5

18.8

1.00

1.04

Robeco Active Quant Emerging Markets Z EUR –

48,748

110.38 5

108.33

1.9 5

18.6

0.04

0.11

Robeco New World Financial Equities Z EUR –

61,967

117.56 5

93.89

25.2 5

33.1

0.07

0.10

Robeco Asian Stars Equities Z EUR

28,561

–

103.79

–

3.8

–

0.09

–

Other Robeco Group funds

SAM Sustainable Healthy Living Fund D EUR 4 –

89,275

204.47 5

155.26

31.7 5

14.3

0.20

0.20

SAM Smart Energy Fund D EUR 4 –

30,720

113.51 5

105.93

7.2 5

3.4

0.19

0.19

28,561

561,718

1 Rolinco N.V. holds a capital stake only in the Robeco Group funds mentioned. Rolinco N.V. has no say in or influence on the business policy, as a result of which there is no

question of consolidation. 2 Per share/participating unit.

3 The management costs and the service fee are not charged by the management of the aforementioned funds for investments in Z shares. The management and service fees for other investments will be fully refunded to Rolinco N.V. 4 This umbrella fund has a UCITS IV status and is regulated by the Luxembourg authorities. The annual report of the fund for the period ending on 31 December will be available at the offices of Rolinco N.V. after publication. Swing pricing may apply to this fund. 5 This relates to the last price at which Rolinco sold and the return over the period from 1 January 2013 up to an including the last price at which Rolinco sold.

Rolinco N.V. 23

Rolinco NV can enter and exit the abovementioned funds of the Robeco Group at the prices prevailing on that day.

These funds do not charge entry or exit fees.

Swing pricing

The actual costs of the purchase or sale of assets and investments for a fund may deviate from the most recent

available price, or if applicable, net asset value that is used for the calculation of the net asset value per share. This may

be the result of levies, costs and differences between purchase and selling prices of the underlying investments

(spreads). These costs have a negative impact on a fund’s value which is called ‘dilution’. In order to limit the dilution

effects the management board may adjust the net asset value per share within a certain bandwidth, set at its own

discretion. The management board reserves the right to determine under which circumstances they will implement

such a dilution adjustment.

3 Derivatives

Movements in derivatives

EUR x thousand

Futures

Forward exchange contracts

Total

2013

2012

2013

2012

2013

2012

Book value (fair value) at opening date

3,970

–

526

1,491

4,496

1,491

Sales

–

–

–

–

–

–1,143

Expirations

–23,784

–1,143

–4,928

–3,528

–28,712

–3,528

Realized and unrealized results

19,814

5,113

5,045

2,563

24,859

7,676

Book value (fair value) at closing date

0

3,970

643

526

643

4,496

The presentation of derivatives in the Balance sheet is based on the liabilities and receivables per contract.

Presentation of derivatives in the balance sheet

EUR x thousand

Under investments

Under accounts payable

2013

2012

2013

2012

Type of derivative

Forward exchange contracts

643

526

–

–

Futures

–

3,970

–

–

Total

643

4,496

0

0

4 Receivables on affiliated companies

This covers receivables relating to restitution of management and service fees of investments in Robeco Group funds.

5 Other receivables This covers the recovery of dividend tax and tax withheld at source and receivables relating to the issuance of our own

shares.

6 Cash and cash equivalents This relates to balances in current accounts at banks.

7 Payable to credit institutions Concerns advances on current account.

8 Payable to affiliated companies

Liabilities such as the fund's management and service fees.

Rolinco N.V. 24

9 Payable on collateral

This relates cash collateral covering currency positions.

10 Other liabilities

This relates to dividends payable, debts arising from the repurchase of our own shares, suspense items and portion of

the 6½% convertible bond loan not yet offered for redemption to the sum of EUR 10 thousand (nominally NLG 22,400,

last financial year NLG 22,800). The loan was declared eligible for redemption as of 1 July 2007.

11 6½% cumulative preference shares

At balance-sheet date, 142,731 cumulative preference shares were outstanding. The shares have been included in the

balance sheet at their original nominal value of NLG 100, which is equal to EUR 45.38. The nominal value of the shares

was originally NLG 100 per share. With the introduction of the euro, these shares were re-denominated to EUR 40

each. These shares give the holder the right to a cumulative preference dividend of EUR 2.95 annually, but do not form

part of the fund assets. The shares are listed on Euronext Amsterdam, Euronext Fund Service segment. Since the

amendment to the Articles of Association on 14 August 2012, these shares are being redeemed by the fund.

The intrinsic value of a cumulative preference share is determined on the basis of the paid-up amount, with the

addition of accrued but not yet payable dividends. As a result, at balance-sheet date, the dividend of EUR 224,000

accrued on the cumulative preference shares by balance-sheet date was directly payable and to be borne by the

ordinary shareholders. In order to correctly present the assets due to ordinary shareholders, this amount has been

included in the value of the cumulative preference shares and deducted from the general reserve. As a result, the

adjustment to the balance-sheet consists of a deduction of EUR 290,000 for the redeemed cumulative preference

shares and an addition of EUR 8,000 for accrued dividend, which leaves a balance of EUR 298,000.

Rolinco N.V. 25

12 Shareholders’ equity Composition of and movements in shareholders’ equity

EUR x thousand

2013

2012

Issued capital

Situation at opening date

29,328

34,182

Received on shares issued

2,244

295

Paid for shares repurchased

–6,741

–5,149

Situation at closing date

24,831

29,328

6½% cumulative preference shares

6,701

6,999

Other reserves

Situation at opening date

481,085

690,927

Received on shares issued

54,879

5,619

Paid for shares repurchased

–153,646

–96,738

Net result from previous financial year

94,079

–118,037

Profit distribution*

–332

–454

Accrued dividend cumulative preference shares

8

–232

Situation at closing date

476,073

481,085

Net result

154,120

94,079

Shareholders’ equity

661,725

611,491

* Concerns payment on 6½% cumulative preference shares only.

The company’s authorized share capital amounts to EUR 150 million, divided into 129,999,990 ordinary shares with a

nominal value of EUR 1 each and 500,000 cumulative preference shares with a nominal value of EUR 40 each. The

ordinary shares are divided into 60,000,000 Rolinco shares, 60,000,000 Rolinco shares – EUR G, and 9,999,990 C

shares (not open for trading in 2013). Fees are not included in the share premium reserve.

Survey of movements in net assets

EUR x thousand

2013

2012

Assets at opening date

611,491

614,004

Company shares issued

57,123

5,914

Company shares repurchased

–160,387

–101,887

Purchase of 6.5% cumulative preference shares

–290

–165

Situation at closing date

507,937

517,866

Investment income

1,174

342

Management costs

–5,025

–5,042

Service fee

–757

–756

Custody costs

–8

0

Other costs

–222

–195

–4,838

–5,651

Changes in value

158,958

99,730

Net result

154,120

94,079

Profit distribution*

–332

–454

Assets at closing date

661,725

611,491

* Concerns payment on 6½% cumulative preference shares only.

Rolinco N.V. 26

13 Assets, shares outstanding and net asset value per ordinary share

Assets, shares outstanding and net asset value per ordinary share

Rolinco Rolinco - EUR G

31/12/2013

31/12/2012

31/12/2011

31/12/2013

Assets in EUR x thousand

607,510

604,492

607,072

47,514

Amount of shares issued at the beginning of the financial year

29,327,592

34,182,271

37,475,246

–

Shares issued in financial year

439,352

294,876

887,963

1,804,674

Shares repurchased in financial year

-6,686,738

-5,149,555

-4,180,938

-53,562

Number of shares outstanding

23,080,206

29,327,592

34,182,271

1,751,112

Net asset value per share in EUR x 1

26.32

20.61

17.76

27.13

Dividend paid out per share over the financial year

–

–

–

–

14 Assets and liabilities not shown by the balance sheet

Forward exchange contracts

Details of the contracts open at balance-sheet date are given in the table below.

Forward exchange contracts

Purchases Sales

Expiration

Unrealized

date

result

Currency

Amount Currency

Amount

EUR x 1

EUR 30,616,210

JPY

4,340,953,000

16/01/2014

642,531

Total

642,531

Rolinco N.V. 27

Notes to the profit and loss account

15 Performance

Performance per share*

EUR x 1

Rolinco

2013

2012

2011

2010

2010

Investment income

0.04

0.01

0.01

0.00

0.04

Movement in value

5.81

3.14

–3.12

3.99

4.45

Management fee, service fee and other costs

–0.22

–0.19

–0.18

–0.18

–0.14

Net result

5.63

2.96

–3.29

3.81

4.35

Rolinco – EUR G 2013 1

Investment income

0.05

Movement in value

2.50

Management costs, service fee and other costs

–0.03

Net result

2.52

1 Based on the average amount of shares outstanding during the reporting year. The average number of shares is calculated on a daily basis.

2 Concerns the period from 25 September through 31 December 2013.

Costs

16 Ongoing charges

Ongoing charges Rolinco Rolinco - EUR G

In %

2013

Prospectus

2012 2013 2

Prospectus

Cost item

Management costs

0.80

0.80

0.80

0.40

0.40

Service fee

0.12

0.12

0.12

0.12

0.12

Performance fee

Other costs

0.00

1

0.00

0.00

1

Other costs of investments in Robeco Group mutual funds

0.03

0.03

0.00

Net result

0.95

1.26 3

0.95

0.52

0.86 3

1 The prospectus does not mention a percentage for the other costs. It does mention a maximum percentage of 0.02% for the custody fee. These costs are included in the other costs.

2 Period from 25 September through 31 December 2013. Percentages are annualized.

3 This concerns the maximum total consisting of management fee, service fee, broker's commission, fund agent's fee and custody costs.

The percentage of ongoing charges is based on the average total assets per share class. The ongoing charges include

all costs charged to the share classes in the reporting period, excluding the costs of transactions in financial instruments

and interest charges. Costs relating to issuance and repurchasing of own shares are not included in the ongoing

charges either. That part of the securities-lending income due to Robeco Securities Lending B.V., as specified in the

notes 24, is included from the ongoing charges. In addition to the costs charged directly to the result, the ongoing

charges include the costs indirectly charged to the result via the investments in Robeco Group funds. The management

costs cover all costs resulting from the management and marketing of the fund. If the manager outsources its

operations to third parties, any costs associated with this will be paid from the management fee. The management

costs for the Rolinco share class also include the costs related to registering participants in this share class. The service

fee covers the costs of administration, the independent auditor, other external advisers, regulators, costs relating to

statutory reporting, including annual and semiannual financial statements, and the costs of shareholder meetings. The

costs for the external auditor incurred by the fund are charged to RIAM together with the costs accruing from other

Rolinco N.V. 28

investment institutions managed by RIAM. A breakdown of these costs per investment institution is therefore not

available. Other costs relate to bank charges and the custody fee charged by third parties for the custody of the fund’s

securities portfolio. The custody fee is EUR 8,000 (last year nil). Rolinco N.V. receives full restitution of the management

and service fees of investments in Robeco Group mutual funds, so that only the other costs of these investments are

included in the ongoing charges. The other costs of investments in Robeco Group mutual funds are custody fee, bank

charges, any performance fees and the taxe d’abonnement for Luxembourg funds.

17 Management costs and service fee

The management fee and service fee are charged by the manager. The fees are calculated daily on the basis of the fund

assets.

Management costs and service fee

In %

Rolinco

Rolinco - EUR G

Management costs

0.80

0.40

Service fee 1

0.12

0.12

1 For the share classes, the service fee is 0.12% per year on assets up to EUR 1 billion, 0.10% on assets above EUR 5 billion, and 0.08% on assets above

EUR 1 billion.

18 Performance fee

The manager is also entitled to a performance fee of 20% of the outperformance that the fund realizes in relation to

the benchmark. The performance fee is annually payable in arrears after the close of the Financial Year and is

calculated on the basis of a calculation of the Net Asset Value corresponding to the valuation point of the Benchmark. A

performance fee is only payable if the fund outperforms the benchmark from the introduction of the performance fee

or since the last payment of the performance fee, subject to the deduction of any underperformance versus the

benchmark in previous financial years. Further information on the performance fee can be found in the prospectus.

There were no performance fees in the reporting period.

19 Other costs This includes bank costs, custody fees and costs related to issue and repurchase of company shares.

20 Transaction costs Brokerage costs and exchange fees relating to investment transactions are discounted in the cost price or the sales

value of the investment transactions. These costs and fees are charged to the result ensuing from changes in value. The

quantifiable transaction costs are shown below.

Transaction costs

EUR x thousand

2013

2012

Transaction type

Equities

360

25

Futures

52

21

21 Commission-sharing arrangements

In the reporting period commission-sharing arrangements represented an amount of EUR 258 thousand (last year EUR

0). This amount forms part of the transaction costs, as defined in the notes under Transaction Costs.

22 Turnover rate The turnover ratio for the reporting period was 186% (for the previous reporting period it was 31%). The large rise in

the turnover ratio is caused by changes to the investment policy. This ratio shows the rate at which the fund's portfolio

is turned over and is a measure of the incurred transaction costs resulting from the portfolio policy pursued and the

ensuing investment transactions. The turnover ratio is determined by expressing the amount of the turnover as a

percentage of the average fund assets. The amount of the turnover is determined by the sum of the purchases and

sales of investments less the sum of issuance and repurchase of own shares.

Rolinco N.V. 29

23 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 %

2013

2012

Transaction type

Robeco Group mutual funds

100.0

100.0

Forward exchange contracts

0.0

0.6

24 Securities lending Robeco Securities Lending B.V. (‘RSL’) is the intermediary for all of the fund’s securities-lending transactions. RSL is a

100% subsidiary of RIAM. As compensation for its services RSL receives a fee of 30% of the gross return on these

securities-lending transactions. An external agency periodically assesses whether the agreements between the fund

and Robeco Securities Lending B.V. are still in line with the market. The proceeds for the fund over the reporting period

were EUR 2 thousand (last year EUR 0) and for RSL EUR 1 thousand (last year EUR 0).

25 Employee expenses

The fund does not employ any personnel. Robeco Nederland B.V. is the employer of Rolinco N.V.’s management board

and personnel in the Netherlands. The remuneration is paid out of the management fees received. Robeco Nederland

B.V.’s remuneration policy for fund managers consists of both fixed and variable income. The variable income is

maximized relative to the fixed income. The secondary conditions of employment are in line with what is common

practice in the financial-services industry. The variable income offers the fund manager remuneration for his long-term

outperformance. The system is related to the outperformance relative to a preset target. The track record over a period

of 1 year, 3 years and 5 years is taken into account when determining the variable remuneration. The individual

performance and the performance of the team are also taken into account as well as the fund manager’s contribution

to the organization’s targets. Good performance means that variable remuneration may be higher than the fixed

threshold. If this is the case, variable remuneration will be paid out in phases, spread over four or five years. The

deferred amounts will move in line with future operating results. In accordance with the Banking Code and the

Regulations for Controlled Remuneration Policies (Regeling Beheerst Beloningsbeleid), variable remuneration is to be

approved by the Robeco Supervisory Board.

Rolinco N.V. 30

Spread of net assets

The Spread of net assets has been drawn up according to the equity investments as well as the composition of the

investments of the Robeco Group mutual funds, taking in to account the relative portion of Rolinco N.V. net assets

invested in those funds.

Spread of net assets Across countries and currencies

Across countries Across currencies

Equities

Stocks + derivatives*

31/12/2013 31/12/2013 31/12/2012

31/12/2013 31/12/2012

31/12/2013 31/12/2012

By country EUR x

thousand in %

in %

in %

in %

in %

in %

America (54.5%)

United States 351,461

53.1

42.0

53.1

42.3

53.5

47.0

Canada 9,193

1.4

4.8

1.4

4.8

1.4

3.4

Brazil –

–

1.8

–

1.8

–

1.0

Chile –

–

0.6

–

0.6

–

–

Mexico –

–

0.2

–

0.2

–

0.1

Bermuda –

–

0.2

–

0.2

–

–

Peru –

–

0.1

–

0.1

–

–

Europe (26.5%)

Switzerland 32,205

4.9

4.0

4.9

4.0

4.9

3.8

Germany 30,187

4.6

4.1

4.6

4.1

–

–

United Kingdom 27,059

4.1

3.7

4.1

3.8

4.1

4.3

The Netherlands 22,868

3.5

3.5

3.5

3.5

–

–

Sweden 22,516

3.4

0.5

3.4

0.5

–

0.6

France 13,535

2.0

2.4

2.0

2.4

–

–

Spain 10,201

1.5

0.9

1.5

0.9

–

–

Russia 10,068

1.5

0.9

1.5

0.9

1.5

–

Italy 6,548

1.0

1.4

1.0

1.4

–

–

Norway –

–

1.9

–

1.9

–

1.5

Ireland –

–

0.8

–

0.8

–

–

Turkey –

–

0.8

–

0.8

–

0.8

Luxembourg –

–

0.5

–

0.5

–

–

Belgium –

–

0.5

–

0.5

–

–

Poland –

–

0.2

–

0.2

–

0.2

Portugal –

–

0.1

–

0.1

–

–

Austria –

–

0.1

–

0.1

–

–

Denmark –

–

0.1

–

0.1

–

0.1

Czech Republic –

–

–

–

–

–

0.8

Euro –

–

–

–

–

21.6

17.9

Asia (16.0%)

Japan 52,920

8.0

3.9

8.0

12.4

3.7

4.6

China 20,314

3.1

3.5

3.1

3.5

1.8

–

Hong Kong 14,525

2.2

1.3

2.2

1.3

3.3

4.5

South Korea 5,966

0.9

2.3

0.9

2.3

0.9

2.3

Taiwan 4,128

0.6

1.4

0.6

1.4

0.6

1.4

Rolinco N.V. 31

Spread of net assets Across countries and currencies

Across countries Across currencies

Equities

Stocks + derivatives*

31/12/2013 31/12/2013 31/12/2012

31/12/2013 31/12/2012

31/12/2013 31/12/2012

By country EUR x

thousand in %

in %

in %

in %

in %

in %

India 2,714

0.4

0.9

0.4

0.9

0.4

0.8

Singapore 1,777

0.3

1.4

0.3

1.4

0.3

1.5

Malaysia 1,516

0.2

0.2

0.2

0.2

0.2

0.2

Thailand 1,093

0.2

0.4

0.2

0.4

0.2

0.4

Philippines 387

0.1

0.1

0.1

0.1

0.1

0.1

Israel –

–

0.6

–

0.6

–

–

Indonesia –

–

0.2

–

0.2

–

0.2

Australia (0.0%)

Australia –

–

1.4

–

1.4

–

1.8

Africa (1.5%)

South Africa 10,329

1.5

0.5

1.5

0.5

1.5

0.5

Nigeria –

–

0.1

–

0.1

–

–

United Arab Emirates –

–

0.1

–

0.1

–

0.1

Egypt –

–

0.1

–

0.1

–

0.1

Other assets and liabilities (1.5%)

10,215

1.5

5.5

1.5

–3.4

–

–

Book value (fair value) at closing date

661,725

100.0

100.0

100.0

100.0

100.0

100.0

* In addition to investments in stocks, the portfolio may include positions in derivatives. The sum of stocks and derivatives reflects the true volume of the investments by country and in total. At 31 December 2013 the portfolio contained derivatives, in this case forward exchange contracts, as was also the case at 31 December 2012. These contracts have been included in the currency distribution.

By sector

In %

31/12/2013

31/12/2012

Information technology

22.0

9.1

Financials

16.8

19.0

Industrials

15.1

15.1

Consumer discretionary

14.9

9.9

Health care

12.4

5.3

Materials

8.5

11.1

Consumer staples

5.8

10.0

Energy

2.9

9.6

Telecom

0.1

1.9

Utilities

0.0

3.5

Other assets and liabilities

1.5

5.5

Total

100.0

100.0

Rolinco N.V. 32

Currency table

Exchange rates

EUR 1 31/12/2013 31/12/2012

AED 5.0612 4.8425

ARS 8.9815 6.4813

AUD 1.5402 1.2699

BMD 1.3780 1.3184

BRL 3.2510 2.6994

CAD 1.4641 1.3127

CHF 1.2255 1.2068

CLP 724.0450 631.2500

CNY 8.3420 8.2141

COP 2,662.2000 2,329.6149

CZK 27.3725 25.0955

DKK 7.4604 7.4609

EGP 9.5748 8.3908

GBP 0.8320 0.8111

GHS 3.2589 2.5109

HKD 10.6843 10.2187

IDR 16,769.6550 12,706.0928

INR 85.2331 72.2352

ILS 4.7829 4.9191

Exchange rates

EUR 1 31/12/2013 31/12/2012

JPY 144.8300 113.9950

KRW 1,454.2196 1,411.4462

KES 118.9200 113.5150

MXN 18.0472 17.1207

MYR 4.1535 4.0317

NGN 220.4031 205.8681

NOK 8.3599 7.3372

PEN 3.8537 3.3652

PHP 61.1569 54.1368

PKR 144.9535 128.1551

PLN 4.1579 4.0803

RUB 45.2795 40.2745

SEK 8.8500 8.5767

SGD 1.7398 1.6105

THB 45.2794 40.3298

TRY 2.9605 2.3529

TWD 41.0677 38.2850

USD 1.3780 1.3184

ZAR 14.4323 11.1858

Rolinco N.V. 33

List of securities

As at 31 December 2013

Fair value

Fair value

America (54.5%)

EUR

USD United States (53.1%)

6,744,076

9,293,000 3D Systems Corp

12,898,001

17,772,800 Allergan Inc/United States

6,656,388

9,172,170 Amazon.com Inc

13,358,975

18,408,000 Ameriprise Financial Inc

9,175,950

12,644,000 ANSYS Inc

12,539,933

17,279,400 Cerner Corp

6,038,448

8,320,680 Chart Industries Inc

9,924,888

13,676,000 Charter Communications Inc

9,832,432

13,548,600 Citigroup Inc

7,098,588

9,781,500 Colgate-Palmolive Co

6,194,942

8,536,320 CommVault Systems Inc

13,419,729

18,491,715 Google Inc

8,839,218

12,180,000 Halliburton Co

9,521,572

13,120,250 HCA Holdings Inc

10,436,228

14,380,600 Illumina Inc

13,058,239

17,993,600 Intercontinental Exchange Group Inc

5,785,769

7,972,500 KBR Inc

10,016,510

13,802,250 Las Vegas Sands Corp

6,458,144

8,899,000 Liberty Global PLC

9,904,278

13,647,600 LyondellBasell Industries NV

9,700,904

13,367,360 Mastercard Inc

9,304,039

12,820,500 Monsanto Co

5,932,291

8,174,400 NCR Corp

15,979,680

22,019,200 NIKE Inc

13,211,074

18,204,200 Praxair Inc

12,653,580

17,436,000 priceline.com Inc

12,524,765

17,258,500 Principal Financial Group Inc

12,932,254

17,820,000 QUALCOMM Inc

9,848,543

13,570,800 Quanta Services Inc

12,862,586

17,724,000 Rockwell Automation Inc

16,161,689

22,270,000 Thermo Fisher Scientific Inc

9,016,655

12,424,500 TripAdvisor Inc

13,411,227

18,480,000 Union Pacific Corp

10,019,348

13,806,160 Visa Inc

EUR

CAD

Canada (1.4%)

9,192,924

13,458,900 Enbridge Inc

Europe (26.5%)

EUR

CHF Switzerland (4.9%)

13,220,073

16,201,200 ABB Ltd

9,419,829

11,544,000 Cie Financiere Richemont SA

9,564,749

11,721,600 Syngenta AG

EUR

EUR

Germany (4.6%)

10,190,400

10,190,400 Adidas AG

Fair value

Fair value

13,392,000

13,392,000 Fresenius SE & Co KGaA

6,604,450

6,604,450 Wirecard AG

EUR

GBP

United Kingdom (4.1%)

6,698,125

5,572,840 ASOS PLC

9,372,596

7,798,000 Experian PLC

4,884,736

4,064,100 Oxford Instruments PLC

6,103,966

5,078,500 Telecity Group PLC

EUR

EUR

Netherlands (3.5%)

10,293,000

10,293,000 Aegon NV

12,575,200

12,575,200 Koninklijke DSM NV

EUR

SEK

Sweden (3.4%)

10,098,305

89,370,000 Investment AB Kinnevik

12,418,079

109,900,000 Telefonaktiebolaget LM Ericsson

EUR

EUR

France (2.0%)

13,534,500

13,534,500 Dassault Systemes

EUR

USD Russia (1.5%)

10,068,052 13,873,272 Magnit OJSC GDR

EUR

EUR Spain (1.5%)

10,200,720

10,200,720 Banco Bilbao Vizcaya Argentaria SA

EUR

EUR

Italy (1.0%)

6,548,500

6,548,500 Prysmian SpA

Africa (1.5%)

EUR

ZAR South Africa (1.5%)

10,329,054

149,072,000 Sanlam Ltd

Far East (11.7%)

EUR

JPY Japan (8.0%)

10,500,242

1,520,750,000 FANUC Corp

6,052,613

876,600,000 Hoya Corp

6,522,302

944,625,000 JGC Corp

13,049,783

1,890,000,000 Keyence Corp

6,437,893

932,400,000 Olympus Corp

10,356,970

1,500,000,000 Unicharm Corp

EUR

HKD

China (1.8%)

3,131,698

33,460,000 GCL-Poly Energy Holdings Ltd

8,894,359

95,030,000 Want Want China Holdings Ltd

EUR

HKD

Hong Kong (1.9%)

12,742,997

136,150,000 AIA Group Ltd

Rolinco N.V. 34

Rotterdam, 12 March 2014

The Management Board

Robeco Institutional Asset Management B.V.

Ms. L.M.T. Boeren

Ms. H.W.D.G. Borrie

Mr. R.M.S.M. Munsters

Mr. H.A.A. Rademaker

Mr. J.B.J. Stegmann

Rolinco N.V. 35

Other data

Profit appropriation According to articles 39 and 40 of the fund’s Articles of Association, the profit, after payment of dividend on the priority

shares and less any allocations to the reserves deemed desirable by the management board shall be at the disposal of

the General Meeting of Shareholders.

Proposed profit appropriation

The management board proposes adding the result for the 2013 financial year to the reserves.

Special controlling rights in accordance with the Articles of Association The ten priority shares in the company’s share capital are held by Robeco Groep N.V. According to the company’s

Articles of Association, the rights and privileges of the priority shares include the appointment of managing directors

and the amendment to the Articles of Association. The Management Board of Robeco Groep N.V. determines how the

voting rights are exercised:

Mr. R.M.S.M. Munsters, chairman

Ms. L.M.T. Boeren

Ms. H.W.D.G. Borrie

Mr. H.A.A. Rademaker

Mr. J.B.J. Stegmann.

Events after balance sheet date Fee changes

AS at 1 January 2014, the management fee for the share class Rolinco has been increased to 1.00% and for the share

class Rolinco – EUR G to 0.50%. The performance fee has been cancelled for both share classes.

Change of fiscal status

As at 1 January 2014, Rolinco N.V. has obtained the status of fiscal investment institution based on section 28 of the

Dutch Corporate Income Tax Act. This means fund owes corporate income tax 0% from that point, providing it 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.

Directors’ interests The table below shows the total personal interests in the investments of the investment institution held by the directors

on 1 January 2013 and 31 December 2013.

Directors’ interests

At 1 January 2013 Description Quantity

Robeco Capital Growth Funds -

Robeco Active Quant Emerging Markets Equities Shares 715

Robeco Global Consumer Trends Equities Shares 305

Robeco Infrastructure Equities Shares 12

Robeco Natural Resources Equities Shares 7

RobecoSAM Sustainable Agribusiness Equities Board membership *

RobecoSAM Sustainable Healthy Living Fund Shares 57

RobecoSAM Sustainable Healthy Living Fund Board membership **

RobecoSAM Smart Energy Fund Board membership **

At 31 December 2013 Description Quantity

Robeco Capital Growth Funds -

Robeco Asian Stars Equities Shares 231

* 2 Memberships in the Board of the fund manager, RobecoSAM A.G.. ** Membership in the Board of the fund itself and 2 Memberships in the Board of the fund manage, RobecoSAM A.G., the manager of the fund.

Rolinco N.V. 36

Statement concerning the 6½% bond loan originally amounting to NLG 22,670,000 issued by Rolinco N.V., convertible into 6½% cumulative preference shares In pursuance of article 17 of the trust executed before H. Lambert, civil-law notary in Rotterdam, on 6 June 1967, we

declare that from the date of the original contract for the bond loan up to 31 December 2013, 29 bonds of NLG 50,000

nominal value, 7,167 bonds of NLG 1,000 nominal value and 6,654 bonds of NLG 100 nominal value were converted;

that all these bonds were cancelled by us; that at 1 July 2007, the total bonds outstanding amounted to NLG

13,387,600; that we have found no circumstances requiring comments or action. Bonds which had not been converted

were made eligible for redemption on 1 July 2007. As at 31 December 2013 the total bonds outstanding amounted to

NLG 22,400. These bonds have not yet been offered for redemption.

Amsterdam, 31 December 2013

ANT Trust & Corporate Services

Rolinco N.V. 37

Independent auditor’s report To: the General Shareholders' Meeting and Robeco Institutional Asset Management B.V.

Report on the financial statements We have audited the accompanying financial statements 2013 of Rolinco N.V., Rotterdam, which comprise the balance

sheet as at 31 December 2013, the profit and loss account and the cash-flow summary for the year then ended and the

notes, comprising a summary of the accounting policies and other explanatory information.

Management's responsibility Management is responsible for the preparation and fair presentation of these financial statements and for the

preparation of the management board report, both in accordance with Part 9 of Book 2 of the Dutch Civil Code and the

Dutch Financial Supervison Act [’Wft’ Wet op het financieel toezicht] . Furthermore management is responsible for such

internal control as it determines is necessary to enable the preparation of the financial statements that are free from

material misstatement, whether due to fraud or error.

Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in

accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion with respect to the financial statements In our opinion, the financial statements give a true and fair view of the financial position of Rolinco N.V. as at

December 31, 2013 and of its result and the cash flows for the year then ended in accordance with Part 9 of Book 2 of

the Dutch Civil Code, and the Dutch Financial Supervison Act [’Wft’ Wet op het financieel toezicht].

Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies

to report as a result of our examination whether the management board report , to the extent we can assess, has been

prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section

2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can

assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code.

Amsterdam, 12 March 2014

Ernst & Young Accountants LLP

signed by J.C.J. Preijde