Schroder & Co Bank AG Annual Report 2004 Head Office Schroder & Co Bank AG Central 2, 8001 Zürich Postfach 1820, 8021 Zürich Phone +41 (0)44 250 11 11 Fax +41 (0)44 250 13 12 www.schroders.ch E-Mail: contact@schroders.ch Branch Office Schroder & Co Banque SA 8, rue d’Italie, 1204 Genève Case postale 3655, 1211 Genève 3 Phone +41 (0)22 818 41 11 Fax +41 (0)22 818 41 12 Subsidiary companies Schroder Cayman Bank and Trust Company Limited PO Box 1040, Harbour Centre Grand Cayman, B.W.I. Phone +1 (345) 949 28 49 Fax +1 (345) 949 54 09 Schroder Trust AG Central 2, 8001 Zürich Phone +41 (0)44 250 11 11 Fax +41 (0)44 250 13 12 Content Board and Senior Staff 3 Chairman’s Statement 4 Executive Board’s Statement 6 Balance Sheet 10 Off-Balance Sheet Transactions 11 Profit and Loss Account 12 Comments on Business Activities 14 Principal Accounting Policies and Valuation Principles 15 Information on the Balance Sheet 18 Information on Off-Balance Sheet Transactions 28 Information on the Profit and Loss Account 30 Report of the Statutory Auditors 31 Main Schroder Branches 32 Schroders Milestones 34 Board and Senior Staff Board of Directors Jonathan Asquith, Chairman Sally Tennant, Deputy Chairman Dr François R. Bochud Dr Martin K. Eckert Peter P. Hügle (until 10 March 2005) Jean-Claude Marchand (as of 10 March 2005) George W. Mallinckrodt, KBE, Honorary Chairman Executive Board Luc Denis, Chairman, Head of Private Banking Heinz Scheiwiller, Deputy Chairman, Head of Finance & Administration Rudolf Stäger, Member, Head of Private Banking Zurich Stephen J. Mills, Member, Head of Schroder Investment Management (SIM) Switzerland Bruno Schmidt, Secretary Senior Management Otto J. Amberg Bernhard H. Leibkutsch Norbert Brestel Gordon F. Matthew Pierre Antoine Carron Samuel Moulin Beat Cassani Werner Niedermann Reto Dietrich Stephan Ochsner Markus Engeler Christian Schmid Slavica J. Barovic Esnault-Pelterie Dino Teitler Pierre-Louis Favre Eric C. Thelwell Rolf Fischer Ulysse-Oliver Traub Stefan Frischknecht Christian Trixl Karl Gallmann Marcel Wäspi Roland Heule Urs Winiger Jean-Jacques Hunziker Antonio Winspeare Guiccardi Jürg Klingler Compliance Jean-Jacques Hunziker External Auditors PricewaterhouseCoopers AG, Zürich Schroder & Co Bank AG 3 Chairman’s Statement 2004 was another eventful In 2004 we saw our investment in information tech- year from both a political and nology and infrastructure, as well as our continued economic standpoint. The US investment in attracting highly qualified staff, begin elections, the expansion of to pay off. Indeed, we have received feedback from the our clients to endorse our focus on investing in the European Union and continuing conflicts in the growth of our business. Middle East all left their mark Jonathan Asquith Chairman of the Board on world history, as did the Work on the implementation of the European Union’s tragedy of the Asian Tsunami. interest taxation directive is well advanced. This re- In 2005 numerous problems, both political and eco- quires a substantial investment of both time and nomic, remain unsolved. money. We are confident that we will be in a position to implement the directive as negotiated between In this challenging environment our Bank once again Switzerland and the EU. produced very positive results. We increased net income after tax, from CHF 11 million to CHF 13.5 Following the Bank’s strong growth in 2004, the million – an improvement of 20%. All of our business Board of Directors proposes to strengthen our units – private banking, institutional investment man- equity base further by allocating CHF 13.5 million of agement and investment funds – contributed to this the net income to other reserves. This means that development, generating higher profits in their stated equity for the Bank reaches CHF 104.3 million respective fields. This success made an important at the end of 2004 – a solid foundation for future contribution to the overall success of Schroders plc growth. in its 200th anniversary year. 4 Schroder & Co Bank AG On behalf of the Board of Directors, I would like to Board Changes thank all of our clients for their continued support. At this year’s Annual General Meeting, Mr Peter At the same time my thanks also goes to all of our P. Hügle stepped down from the Board of Directors employees for their commitment and hard work. after more than 17 years of service. The Board of Directors thanks him for his contribution to the Bank over all of these years. Jonathan Asquith We are pleased to announce that Mr Jean-Claude Chairman of the Board of Directors Marchand, Collonge-Bellerive / Geneva, joined the Board of Directors on 10 March 2005. Mr Marchand, a respected expert in finance and banking, has worked in leading positions at Reuters for more than 30 years and is now Chief Operating Officer of Edipresse Group. Schroder & Co Bank AG 5 Executive Board’s Statement 2004 was a good year for Private Banking financial markets, the banking 2004 was a good year for industry benefited from this Private Banking. Driven by net environment. Financial mar- inflows of CHF 1 billion and kets remained strong in 2004 good investment performance, despite a number of economic private clients’ assets under challenges. The US economy Luc Denis Chairman lost steam and this inevitably management rose to approxHeinz Scheiwiller Deputy Chairman imately CHF 5.5 billion. Invest- impacted other regions. More- ment performance continued over, the rapid increase in the price of oil dampened to be strong as a result of consistent processes and hopes of a fast and sustainable global economic the quality of our investment funds. It was also ac- upswing. Consequently in Switzerland, and across celerated by an increased use of alternative invest- Europe, growth forecasts were repeatedly revised ment opportunities such as hedge funds. Commis- downward during the year. Nevertheless, most com- sion income, our main revenue source, rose once panies, large and small, were able to increase prof- again. its in 2004. Low interest rate levels had a negative impact on loan The world’s major equity markets rose more or less volumes and therefore income from our credit in line with their long-term averages, i.e. between 5 business. Nevertheless, we were able to generate a and 10%. As always, a number of regions, particu- marginal increase in results from interest rate activ- larly emerging markets, significantly outperformed ities compared to the previous year. Commission the rest. Bond markets also fared better than many income from guarantees, documentary credits and experts had forecast as interest rates failed to rise to fiduciary loans also improved slightly. anticipated levels. Due to the continuing weakness of the dollar, investors in some currencies were confronted with painful losses. In the fourth quarter alone the dollar lost 5% against the Swiss franc and reached new lows against the Euro. 6 Schroder & Co Bank AG Rudolf Stäger Head of Private Banking Zurich Trading volumes and net in- Our core focus is on providing asset management come from trading operations services to our clients but we also partner with other increased further. In foreign advisers to provide advice in related areas. In spe- exchange, our broad range of cialist legal, or tax situations and in real estate trans- products and services re- actions, we have cooperated with leading external mained popular amongst our specialists who provide our clients with best practice clients, not least because of advice. Our clients benefit from this approach and the uncertain currency out- this strategy also allows us to constantly expand our look. Currency risks received increasingly important network of specialist partners. even more attention with a demand for currency hedges and a heightened Thanks to our own expertise and our external net- importance placed on currency components in asset work, as well as our efficient cost structure and first- allocation. class IT support, we continue to expand our family office services. Here we offer wealthy individuals and Private Banking clients continue to seek a more families comprehensive services under one roof. specialist and sophisticated service and competition in the market is increasingly fierce. Clients are demanding a solution led service on a highly individual basis. We believe that clients are better informed than ever and inevitably therefore they are both price and performance-conscious. Whilst loyalty towards particular banks or bank advisors remains an important factor, clients are becoming more discerning. We are focused on offering our clients the service they require with the products to meet their needs. Schroder & Co Bank AG 7 Executive Board’s Statement Stephen J. Mills Head of SIM Switzerland Institutional Investment Institutional Marketing Management & Fund Sales During the past year, we continued to build our – SIM Switzerland business with Swiss pension funds, corporations Strong growth in business and financial institutions. We saw a net inflow of volumes in 2004 led to our client assets, primarily as a result of substantial new Institutional Investment Man- institutional mandates. Meanwhile, we have become agement & Fund Sales division one of the largest foreign-owned providers of recording improved results for products and services for the management of insti- the ninth consecutive year. tutional assets in Switzerland. We manage countryspecific, regional, global and balanced mandates on The activities of the division can be divided into three a segregated, unitized or sub-advisory (white label) parts or functions: asset management, institutional basis. marketing and client servicing, and the distribution of Schroders’ range of Luxembourg-domiciled Distribution of mutual funds (Retail) SICAV funds. Our mutual fund sales business saw robust net inflows underpinned by our broad client base Fund Management (Swiss-based banks, insurance companies and fund Our Swiss-based team of fund managers and distributors), high level of client service as well as analysts is responsible for the management of Swiss the strong investment performance of our funds. equity and balanced pension fund mandates. The 80% of our Luxembourg-based SICAV funds out- team draws on the extensive global research of the performed other funds in their peer group in 2004. Schroders Group as well as its own local research efforts. More than 300 company visits are undertaken in Switzerland every year to facilitate local research. We are recognised as a leader amongst Swiss equity managers both in the institutional and mutual fund markets. 8 Schroder & Co Bank AG Finance and Administration Striving for the best possible services for our clients, Our new IT platform, introduced in 2003, proved its we attach great importance to the quality of our em- worth in its first full year of operation. It facilitated ployees. It is their commitment, morale, teamwork improvements in service quality and significant and loyalty – as well as their sense of humour – that progress in reporting to clients. Our renovated and creates the right atmosphere to successfully work for newly furnished reception area and meeting rooms the benefit of all. We would therefore like to thank all are much appreciated by our clients. Our significant our employees for the fantastic job they once again investments over the past years have already paid off did last year. and will allow us to build the business in the future. Further improvements are planned for 2005 to On behalf of all the members of the Executive Board improve technical support for our products and we would like to thank our clients for the continued services. Moreover, new programmes for the imple- trust they place in our Bank. mentation of the EU interest taxation directive are being developed and introduced. Subsidiaries Our wholly-owned subsidiary Schroder Cayman Bank & Trust Company Ltd offers our clients services Luc Denis Heinz Scheiwiller Chairman Deputy Chairman in the establishment and management of trusts and foreign-domiciled corporations. Schroder Trust AG, Zurich, mainly acts as a trustee for trusts formed under Anglo-Saxon law. It is also active in the establishment and administration of foundations. Both companies produced positive results in 2004. Schroder & Co Bank AG 9 Balance Sheet as of 31 December 2004 CHF Notes 31.12.2004 31.12.2003 16,763,311 17,541,128 136,799,240 179,310,161 Assets Liquid assets Due from banks Due from clients 3.1 302,281,783 373,307,132 Mortgages 3.1 623,924 629,557 Securities and precious metals trading portfolios 3.2 27,347,340 28,057,100 Participations 3.3 1,100,000 1,100,000 Fixed assets 3.5 546,703 581,209 11,733,052 7,183,119 9,601,530 8,923,460 506,796,883 616,632,866 Due to banks 170,619,731 244,118,014 Due to clients 185,237,189 231,140,535 18,436,577 17,855,374 Accrued income and prepaid expenses Other assets 3.4 Total assets Liabilities and shareholders’ equity Accrued expenses and deferred income Other liabilities 3.4 11,709,923 10,307,853 Valuation adjustments and provisions 3.8 16,490,182 13,369,313 Reserve for general banking risks 3.8 18,000,000 18,000,000 3.9, 3.10 20,000,000 20,000,000 General legal reserve 3.10 17,500,000 16,700,000 Other reserves 3.10 35,300,000 34,000,000 Share capital Retained earnings brought forward Net income Total liabilities and shareholders’ equity Total due to Group entities and significant shareholders 10 Schroder & Co Bank AG 41,778 140,580 13,461,503 11,001,197 506,796,883 616,632,866 14,115,984 14,871,701 Off-Balance Sheet Transactions as of 31 December 2004 CHF Notes 31.12.2004 31.12.2003 Contingent liabilities 3.1, 4.1 61,669,770 55,850,143 Confirmed credits 3.1, 4.2 550,812 62,000 – positive replacement values 9,319,496 8,614,358 – negative replacement values 9,188,300 8,385,042 713,950,537 575,628,189 3,021,866,977 1,508,118,154 27,160,020 57,184,808 Derivative instruments 4.3 – notional amounts Fiduciary transactions – Fiduciary placements with third parties – Fiduciary credits 4.4 Schroder & Co Bank AG 11 Profit and Loss Account for the period from 1 January to 31 December 2004 CHF Notes 2004 2003 Interest and discount income 11,413,440 10,715,972 Interest expenses (4,484,887) (3,973,560) 6,928,553 6,742,412 1,079,393 1,091,204 60,838,455 50,013,560 656,084 551,150 a) Revenues and expenses from ordinary banking activities Results from interest activities Total Results from commission and service fee activities Commission income on lending activities Commission income on securities and investment transactions Commission income on other services Commission expenses (5,356,444) (5,384,594) Total 57,217,488 46,271,320 5,008,026 4,579,485 Results from the sale of financial investments — (458,750) Total — (458,750) (32,181,799) (28,699,065) Results from trading operations 5.1 Other ordinary results Operating expenses Personnel expenses 5.2 Other operating expenses 5.3 Total Gross profit 12 Schroder & Co Bank AG (13,501,347) (12,438,563) (45,683,146) (41,137,628) 23,470,921 15,996,839 CHF Notes 2004 2003 23,470,921 15,996,839 (473,072) (436,854) Valuation adjustments, provisions and losses (7,132,050) (5,410,330) Results before extraordinary items and taxes 15,865,799 10,149,655 2,203,500 4,870,591 — — Taxes (4,607,796) (4,019,049) Net income 13,461,503 11,001,197 13,461,503 11,001,197 41,778 140,580 Total 13,503,281 11,141,777 Retained earnings at the end of the period 13,503,281 11,141,777 — (9,000,000) b) Net income Gross profit Depreciation and write-offs of non-current assets Extraordinary income Extraordinary expenses 3.5 5.4 c) Allocation of retained earnings Net income Retained earnings carried forward Allocation of retained earnings Ordinary dividend Allocation to general legal reserve Allocation to other reserves Retained earnings carried forward — (800,000) (13,500,000) (1,300,000) 3,281 41,778 Schroder & Co Bank AG 13 1. Comments on Business Activities General Other risks Schroder & Co Bank AG is a wholly owned subsidiary The Bank’s liquidity is monitored and ensured in of Schroders plc, London. In addition to the accordance with Swiss banking legislation and group head office in Zurich the Bank has a branch office regulations. in Geneva. Credit risk is monitored separately by the banking diThe business activities of the Bank are described vision. The securities underlying the loans are valued below. There are no further business activities at market prices. The lending values are established that would significantly impact the Bank’s risk and based on predefined directives. income situation. Operational risks are limited through internal guideFee and commission business lines regarding organisation and controls. Internal The Bank’s principal line of business is investment audit periodically reviews the internal controls and management for both domestic and foreign clients. reports to the Board of Directors. Asset management, trustee, custodian and credit Outsourcing operations are the main contributors to commission The Bank has an outsourcing agreement with the and service fee revenues. company Biveroni Batschelet Partners AG (BBP) for running the interbank applications SIC, EuroSIC, Banking activities Swift and Secom. BBP’s role is limited to providing The Bank’s main balance sheet activities are the electronic access to the above mentioned interbank client lending business and interbank operations. services. Loans to clients are mainly granted on the basis of Staff Lombard coverage. In 2004, there were 117 full-time and 11 part-time employees, equalling a total of 128 (124.4 full-time Trading activities Trading comprises mainly trading for the accounts of clients in interest rate products, securities and foreign exchange and proprietary trading. Risk management Interest rate risk On- and off-balance sheet interest rate risk is monitored and managed centrally by the market risk committee. It is managed based on the computation of the impact of potential interest rate changes on the discounted net value of the shareholders’ equity and on the projected net income effect. 14 Schroder & Co Bank AG positions, accounting for part-time positions). 2. Principal Accounting Policies and Valuation Principles Basis of preparation If an outstanding loan is classified as entirely or par- The accounts are prepared in accordance with the tially irrecoverable or if a renunciation of outstand- Swiss Code of Obligations, the Swiss Federal Law ings is granted, the outstanding loan is written off by Governing Banks and Savings Banks, including its debiting the respective loss provision. directives, and the Swiss Federal Banking Commission's regulations and directives. Troubled loans are reclassified as being of full value when outstanding amounts of capital and interest are All transactions are recorded in the Bank’s books again paid on time according to the conditions fixed at the trade date and valued from that date for the by contract. profit and loss account. Money market and foreign exchange transactions are reported off-balance sheet until the settlement date. As from the settlement date, these transactions are included in the balance sheet. Securities and precious metals trading portfolio Actively traded positions which are either traded on a recognised stock exchange or for which a representative market exists are valued at market value. Refinancing costs are charged against trading in- Business risks are covered by adequate value adjustments and provisions. Detailed principles The most important accounting policies and valuation principles are shown below. come. All other trading positions are valued at the lower of cost or net realisable value. Financial Investments Securities held to generate income in the medium term are valued at the lower of cost or net realisable value. Realised profits or losses from sales of these Liquid assets, receivables from and liabilities to securities are included within “Results from the sale banks of financial investments”. Unrealised profits or loss- Items are stated in the balance sheet at their nomi- es are included within “Other ordinary income” or nal value or, respectively, at cost less any individual “Other ordinary expenses”. Debt securities held for valuation adjustments required for impaired assets. investment are stated at cost adjusted for possible premiums or discounts. Precious metals are valued Loans at market value. Impaired loans, i.e. loans that are unlikely to be repaid by the debtor, are valued individually. A spe- Participations cific provision is made for the estimated shortfall Participations are stated at cost less any impair- against nominal value in capital and interest. Off-bal- ment. ance sheet exposure, such as commitments, guarantees or derivative instruments, are also taken into consideration for this valuation. Loans are considered as impaired at the latest when the contractual payments for capital and/or interest are overdue for more than 90 days. Interest accrual is suspended if recovering interest is so unlikely that an accrual no longer makes sense. Schroder & Co Bank AG 15 Principal Accounting Policies and Valuation Principles Tangible fixed assets Taxes Tangible fixed assets are valued at cost less Current tax is generally tax on profit and recurs on an accumulated depreciation. Depreciation is calcu- annual basis. One-off or transaction taxes are not lated using the straight-line method based on the considered as current tax. useful life. Current tax on earnings is included as expense of The recoverability is reconsidered each year. Should the period in which the earnings are recognized. Tax the useful life change or the value decrease upon re- liabilities are shown under “Accrued expenses and considering the recoverability, the remaining book deferred income”. value will be depreciated according to the revised plan or an extraordinary depreciation can be made. Derivative financial instruments In accordance with tax regulations smaller items may Derivative financial instruments are used by the Bank be charged directly to the profit and loss account. for asset and liability management and for securities and foreign exchange dealing. They are used both for Useful life of the various fixed assets: proprietary trading and for trading for the accounts EDP equipment (hardware): 3 years of clients. Valuation is in accordance with the pur- Cars: poses for which they were originally acquired. 4 years Foreign currencies 1) Derivative trading positions Foreign currency transactions are translated at the These derivatives are marked to market. Positive and average exchange rates ruling at the balance sheet negative replacement values are included within date. Foreign exchange positions in the balance “Other assets” or “Other liabilities”. Profits and loss- sheet are translated at the average exchange rates es are included within “Result from trading opera- at the balance sheet date and taken to the profit and tions”. loss account. Forward foreign exchange transactions are valued at the forward market rates ruling at the 2) Derivative financial investments balance sheet date. The valuation result is taken to These derivatives are acquired by the Bank instead the profit and loss account. of direct investments. In accordance with the accounting policy for financial investments, these The main conversion rates applied are listed below: 2004 2003 isable value. Any interest income components are EUR 1.5450 1.5590 included within “Interest and dividend income from GBP 2.1830 2.2120 financial investments”. Realised profits or losses are USD 1.1375 1.2400 included within “Result from the sale of financial JPY 1.1100 1.1550 investments”. Valuation adjustments and provisions Based on the principle of prudence, the Bank establishes valuation adjustments and provisions within liabilities for contingent risks. The valuation adjustments and provisions may contain undisclosed reserves. 16 positions are valued at the lower of cost or net real- Schroder & Co Bank AG 3) Derivatives for hedging purposes Derivative transactions concluded for hedging purposes are valued and booked on a basis consistent with the underlying transactions. Liabilities to own pension plans The employees of Schroder & Co Bank AG benefit from two defined contribution pension plans. The “BVG Stiftung” grants at least the benefits mandatory by law. The “Vorsorgestiftung” of Schroder & Co Bank AG grants benefits for that part of the salary above the limit of the BVG law. The employer’s contributions according to the defined contribution pension plans are included within “Personnel expenses”. Schroder & Co Bank AG 17 3. Information on the Balance Sheet 3.1 Schedule of collateral for loans and off-balance sheet transactions CHF 1,000 Type of collateral Mortgage collateral Other collateral Without collateral Total — 294,477 7,805 302,282 624 — — 624 31.12.2004 624 294,477 7,805 302,906 31.12.2003 630 370,543 2,764 373,937 Contingent liabilities — 56,785 4,885 61,670 Confirmed credits — — 551 551 31.12.2004 — 56,785 5,436 62,221 31.12.2003 — 53,270 2,642 55,912 Gross amount Estimated proceed from collateral realisation Net amount Specific provision 31.12.2004 862 — 862 862 31.12.2003 944 — 944 944 Loans Due from clients Mortgages – Residential real estate Total Off-balance sheet transactions Total Impaired loans Total 3.2 Securities and precious metals trading portfolios CHF 1,000 31.12.2004 31.12.2003 – Exchange listed 27,347 28,057 Total 27,347 28,057 of which securities acceptable to central banks 27,347 28,057 Interest bearing securities and rights (Trading positions in derivatives are included under 4.3) 18 Schroder & Co Bank AG 3.3 Participations CHF 1,000 31.12.2004 31.12.2003 Without market value 1,100 1,100 Total 1,100 1,100 Notes to significant participations CHF 1,000 Name of the company 31.12.2004 Business activities Schroder Trust AG, Zürich Trust and offshore company administration Schroder Cayman Bank and Trust Company Ltd, Cayman Islands 3.4 Banking services and trust and offshore company administration 31.12.2003 Share capital Ownership proportion Ownership proportion 100 100% 100% 1,000 100% 100% Other assets and other liabilities CHF 1,000 31.12.2004 31.12.2003 Other Assets Other Liabilities Other Assets Other Liabilities 9,319 9,188 8,614 8,385 274 2,213 276 1,708 8 309 33 215 9,601 11,710 8,923 10,308 Replacement costs of derivative instruments Trading operations Indirect taxes and stock exchange fees Other assets and liabilities Total Schroder & Co Bank AG 19 Information on the Balance Sheet 3.5 Assets and participations CHF 1,000 31.12.2003 Historical costs Write-offs/ accumulated depreciation Book value Total majority participations 1,100 31.12.2004 Additions Disposals Write-offs/ depreciation Book value — 1,100 — — — 1,100 Other fixed assets 4,228 (3,647) 581 470 (31) ( 473) 547 Total 5,328 (3,647) 1,681 470 (31) (473) 1,647 Fire insurance value of other fixed assets 3.6 14,001 Assets pledged or ceded to secure own liabilities and assets subject to ownership reservation CHF 1,000 Own securities 31.12.2004 Due amount (book value) whereof claimed Due amount ( book value) whereof claimed 27,347 13,957 28,057 16,980 There are no loans nor pension transactions with securities. 20 Schroder & Co Bank AG 31.12.2003 3.7 Liabilities to own pension plans CHF 1,000 31.12.2004 31.12.2003 1,888 3,456 The liablities due to own pension plans amounted to According to the pension fund regulations, the employer pays a total contribution of 15% of the relevant salary whereas the employees pay 5%. According to the last audited statements as at 31.12. 2003 of the “Vorsorgestiftung” and the “BVGStiftung” of Schroder & Co Bank AG the employer’s reserves amount to CHF 4.2m (previous year CHF 5.5m). 3.8 Valuation adjustments and provisions / Reserve for general banking risks CHF 1,000 Balance 31.12.2003 Specific usage and reversals Change in definition of purpose (reclassifications) Recoveries of doubtful interests, differences New creation charged to profit & loss statement Reversals credited to profit & loss statement Balance 31.12.2004 944 — — — — — 944 Other provisions 12,425 (1,676) — — 7,000 (2,203) 15,546 Valuation adjustments and provisions 13,369 (1,676) — — 7,000 (2,203) 16,490 — — — — — 18,000 Loan losses (credit and country risk) Reserve for general banking risks (fully taxed) 18,000 Schroder & Co Bank AG 21 Information on the Balance Sheet 3.9 Capital structure The whole share capital amounts to CHF 20 million and is split into 20,000 shares of CHF 1,000 nominal value each. At 31 December 2004 all shares are held directly by Schroder Nederland Finance BV, Amsterdam. This company is ultimately wholly owned by Schroders plc, London. On 19th February 2004 Schroders plc has been notified pursuant to “Section 198 of the Companies Act 1985” of the following interests of 3% or more in the ordinary shares: Shares Schroders plc Stake Vincitas Limited 62,341,233 27.58% Veritas Limited 37,308,464 16.51% 7,125,346 3.15% Legal & General Group plc and/or its subsidiaries Vincitas Limited and Veritas Limited held their interests as trustees of certain settlements made by members of the Schroder family. 22 Schroder & Co Bank AG 3.10 Statement of changes in shareholders’ equity (before profit distribution) CHF 1,000 Shareholders’ equity at the beginning of 2004 – Share capital 20,000 – General legal reserve 16,700 – Other reserves 34,000 – Reserves for general banking risks 18,000 – Retained earnings brought forward 11,142 Total shareholders’ equity at the beginning of 2004 99,842 Allocations – Allocation to general legal reserve – Allocation to other reserves – Allocation from profit 800 1,300 (2,100) – Dividend 2003 (9,000) – Net income 13,462 Total shareholders’ equity at the end of 2004 104,304 – Share capital 20,000 – General legal reserve 17,500 – Other reserves 35,300 – Reserves for general banking risks 18,000 – Retained earnings brought forward 13,504 Schroder & Co Bank AG 23 Information on the Balance Sheet 3.11 Maturity structure of current assets, financial investments and borrowed funds CHF 1,000 At sight Redeemable by notice Maturities Total Within 3 months Within 3 to 12 months Within 12 months to 5 years After 5 years — — — — 95,392 26,000 — — 136,799 101,772 117,175 83,120 175 — 302,283 Current Assets Cash 16,763 — Due from banks 15,407 — Due from clients 41 Mortgages — 624 — — — — 624 27,347 — — — — — 27,347 Securities and precious metals trading portfolios Total 16,763 31.12.2004 59,558 102,396 212,567 109,120 175 — 483,816 31.12.2003 100,380 137,412 233,216 124,849 2,988 — 598,845 — — 170,620 Borrowed funds Due to banks 8,013 Due to clients 166,093 3,040 — — — 185,237 31.12.2004 174,106 3,040 118,762 59,949 — — 355,857 31.12.2003 248,251 3,307 142,474 81,227 — — 475,259 Total 3.12 — 102,658 59,949 16,104 Amounts due from and due to affiliated companies as well as loans and exposures to members of the Bank’s governing bodies CHF 1,000 Due from affiliated companies Due to affiliated companies 31.12.2004 31.12.2003 1,553 1,057 860 47 With related parties (especially affiliated companies) the bank engages in securities and money market transactions and applies interest rates at conditions applicable to third parties. Members of the Executive Board and of the Board of Directors are granted the conditions and tariffs applicable to staff members of the Bank. 24 Schroder & Co Bank AG 3.13 Assets and liabilities by domestic and foreign origin CHF 1,000 31.12.2004 31.12.2003 Domestic Foreign Domestic Foreign Cash 16,763 — 17,541 — Due from banks 11,328 125,471 39,449 139,861 Due from clients 110,952 191,330 109,224 264,084 Assets Mortgages — 624 — 630 27,347 — 28,057 — Participations 100 1,000 100 1,000 Fixed assets 547 — 581 — 10,864 869 5,933 1,250 7,328 2,274 5,795 3,128 185,229 321,568 206,680 409,953 Due to banks 27,299 143,321 32,115 212,003 Due to clients 86,361 98,875 96,168 134,972 Accrued expenses and deferred income 17,810 627 16,946 910 5,023 6,687 4,162 6,146 Securities and precious metals trading portfolios Accrued income and prepaid expenses Other assets Total Liabilities and shareholders’ equity Other liabilities Valuation adjustments and provisions 16,490 — 13,369 — Reserve for general banking risks 18,000 — 18,000 — Share capital 20,000 — 20,000 — General legal reserve 17,500 — 16,700 — Other reserves 35,300 — 34,000 — 42 — 141 — 13,462 — 11,001 — 257,287 249,510 262,602 354,031 Retained earnings brought forward Net income Total Schroder & Co Bank AG 25 Information on the Balance Sheet 3.14 Assets by countries / country groups CHF 1,000 31.12.2004 31.12.2003 Total in % Total in % Germany 41,130 8.1% 44,566 7.2% Great Britain 55,636 11.0% 28,208 4.6% 185,230 36.6% 207,680 33.7% 95,991 18.9% 133,356 21.6% 377,987 74.6% 413,810 67.1% 29,585 5.8% 36,266 5.9% 4,062 0.8% 30,180 4.9% 95,163 18.8% 136,377 22.1% 506,797 100.0% 616,633 100.0% Assets Europe Switzerland Rest of Europe Total Europe North America Asia Other countries Total 26 Schroder & Co Bank AG 3.15 Assets by currencies CHF 1,000 Currencies 31.12.2004 CHF EUR USD Precious metals Other Total Cash 15,925 647 119 — 71 16,762 Due from banks 77,124 21,271 30,000 3,047 5,357 136,799 Due from clients 79,514 93,686 82,953 — 46,131 302,284 — 624 — — — 624 27,347 — — — — 27,347 Assets Mortgages Securities and precious metals trading portfolios Financial investments — — — — — — 1,100 — — — — 1,100 547 — — — — 547 10,887 401 257 — 188 11,733 9,377 — 29 — 195 9,601 Total 221,821 116,629 113,358 3,047 51,942 506,797 Assets deriving from FX spot, FX forward and FX option transactions 112,744 214,377 299,922 - 36,908 663,951 Total assets 334,565 331,006 413,280 3,047 Due to banks 25,696 66,870 54,337 — 23,718 170,621 Due to clients 64,865 46,257 59,198 3,047 11,867 185,234 Accrued expenses and deferred income 17,436 329 354 — 317 18,436 Other liabilities 11,308 90 102 — 211 11,711 Valuation adjustments and provisions 16,436 — — — 55 16,491 Reserve for general banking risks 18,000 — — — — 18,000 Share capital 20,000 — — — — 20,000 General legal reserve 17,500 — — — — 17,500 Other reserves 35,300 — — — — 35,300 42 — — — — 42 13,462 — — — — 13,462 240,045 113,546 113,991 3,047 36,168 506,797 94,776 217,049 299,230 — 52,786 663,841 334,821 330,595 413,221 3,047 (256) 411 59 — Participations Fixed assets Accrued income and prepaid expenses Other assets 88,850 1,170,748 Liabilities and shareholders’ equity Retained earnings brought forward Net income Total balance sheet liabilities Liabilities deriving from FX spot, FX forward and FX option transactions Total liabilities Net position per currency 88,954 1,170,638 (104) 110 Schroder & Co Bank AG 27 4. Information on Off-Balance Sheet Transactions 4.1 Contingent liabilities CHF 1,000 31.12.2004 31.12.2003 56,630 44,695 5,040 11,155 61,670 55,850 31.12.2004 31.12.2003 551 62 Positive replacement values Negative replacement values Contract volume — — 50,000 9,096 8,965 663,196 223 223 755 31.12.2004 9,319 9,188 713,951 31.12.2003 8,614 8,385 575,628 Credit guarantees Irrevocable commitments Total 4.2 Confirmed credits CHF 1,000 Obligations under deferred payments 4.3 Outstanding derivative instruments CHF 1,000 Interest rate instruments Options (OTC) Foreign exchange Forward contracts Options (OTC) Total The above outstanding derivative instruments are held for trading purposes. There are no netting agreements in place. 28 Schroder & Co Bank AG Outstanding derivative instruments by counterparties CHF 1,000 31.12.2004 31.12.2003 Positive replacement values Negative replacement values Contract volume Positive replacement values Negative replacement values Contract volume Banks 6,886 1,159 285,618 5,716 1,664 268,188 Non banks 2,433 8,029 428,333 2,898 6,721 307,440 Total 9,319 9,188 713,951 8,614 8,385 575,628 4.4 Fiduciary transactions CHF 1,000 31.12.2004 31.12.2003 56,660 43,908 2,262,767 665,355 697,555 795,921 4,885 2,934 3,021,867 1,508,118 600 — Fiduciary deposits Fiduciary deposits in CHF Fiduciary deposits in European currencies Fiduciary deposits in USD Fiduciary deposits in other currencies Total Fiduciary credits Fiduciary credits in CHF Fiduciary credits in European currencies 6,986 6,553 Fiduciary credits in USD 19,574 50,632 Total 27,160 57,185 31.12.2004 31.12.2003 882,414 853,657 Assets under discretionary management 3,034,583 2,434,496 Other assets 6,313,331 3,777,711 10,230,328 7,065,864 of which double counting 82,362 114,295 Net in/-outflow of assets 2,928,345 All fiduciary deposits at year-end were concluded with banks outside of the Schroder Group. 4.5 Clients’ assets CHF 1,000 Assets of investment funds managed Total (incl. double counting) Schroder & Co Bank AG 29 5. Information on the Profit and Loss Account 5.1 Results from trading operations CHF 1,000 Securities Foreign exchange Financial instruments Total 5.2 2003 109 228 4,899 4,351 — — 5,008 4,579 2004 2003 90 129 26,676 23,786 Personnel expenses CHF 1,000 Authorities, meeting compensations and fixed compensations Salaries and extras Social security contributions 1,182 1,394 Pension plan contributions 3,305 2,591 Other personnel expenses 929 799 32,182 28,699 CHF 1,000 2004 2003 Occupancy expenses 2,617 2,502 Expenses for EDP, machinery, fixtures and fittings, vehicles and other equipment 3,274 2,941 Other operating expenses including: Telephone, telex, postage, electronic information systems, legal and other consulting fees, stationery and printing, courier services, property insurance, travel and entertainment, publication and advertising, audit, other costs 7,610 6,996 13,501 12,439 Total 5.3 Operating expenses Total 5.4 Extraordinary income Extraordinary income consists of the release of value adjustments and provisions of CHF 2.2m which were no longer required. 30 2004 Schroder & Co Bank AG Report of the Statutory Auditors Report of the statutory auditors to the general meeting of Schroder & Co Bank AG, Zurich As statutory auditors, we have audited the accounting records and the financial statements (balance sheet, income statement and notes, pages 10 – 30) of Schroder & Co Bank AG for the year ended 31 December 2004. These financial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these financial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and independence. Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession, which require that an audit be planned and performed to obtain reasonable assurance about whether the financial statements are free from material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the financial statements. We have also assessed the accounting principles used, significant estimates made and the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the accounting records and financial statements and the proposed appropriation of available earnings comply with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. Zurich, 28 February 2005 PricewaterhouseCoopers AG Rolf Birrer Carole Wiederkehr Müller Schroder & Co Bank AG 31 Main Schroder Branches Head Office Denmark Netherlands Schroders plc Schroder Investment Management Schroder Investment Management 31 Gresham Street, London EC2V 7QA Fondsmæglerselskabet A/S Benelux N.V. Phone: +44 207 658 6000 Store Strandstræde 21 Aert van Nesstraat 25R, www.schroders.com 1255 Copenhagen K 3012 CA Rotterdam Phone: +45 33 15 18 22 Phone: +31 10 275 71 11 Germany Austria Schroder Investment Management GmbH Schroder Investment Management GmbH Mainzer Landstrasse 16 Representative Office United Kingdom 60325 Frankfurt am Main P.O.Box 622, 1011 Wien Schroder Investment Management Limited Phone: +49 (0)69 975717-0 Phone: +43 1 990 63 84 Schroder & Co Limited Portugal Mainzer Landstrasse 16 Schroder Investment Management Limited Schroder & Co. Limited 60325 Frankfurt am Main Avenida da Liberdade 180 E 100 Wood Street, London EC2V 7ER Phone: +49 (0)69 975717-5 Edificio Tivoli Forum, 1250–146 Lisboa Europe 31 Gresham Street, London EC2V 7QA Phone: +44 207 658 6000 Phone: +351 21 330 8900 Phone: +44 207 658 6000 France Schroder Investments Limited Schroder Investment Management Limited Spain 33 Gutter Lane, London EC2V 8AS 27, quai Anatole, France, 75007 Paris Schroder Investment Management Limited Phone: +44 207 658 6000 Phone: +33 (0)1 53 85 85 85 Calle Pinar 7, 28006 Madrid Channel Islands Italy Schroder Investment Management Schroder Investment Management Switzerland (Guernsey) Limited (Italy) SIM S.p.A. Schroder & Co Bank AG Trafalgar Court, Les Banques, Via della Spiga 30, 20121 Milano Central 2, 8021 Zurich St. Peter Port Phone: +39 02 763771 Phone: +41 (0)44 250 11 11 Schroder Investment Management Schroder & Co Banque SA (Italy) SIM S.p.A. 8, rue d’ltalie, 1211 Geneva Schroders (C.I.) Limited Piazzetta Bettiol 15, 35137 Padova Phone: +41 (0)22 818 41 11 Sarnia House, Le Truchot, St. Peter Port Phone: +39 049 876 5776 Phone: +34 91 590 9541 Guernsey, GY1 3QL Phone: +44 1481 710651 Sweden Guernsey, GY1 3UF Schroder Investment Management Schroder Investment Management (Italy) SIM S.p.A. Fondsmæglersgelskab A/S Schroders (C.I.) Limited Via del Babuino 169, 00187 Roma Birger Jarlsgatan 12, 114 34 Stockholm 2–6 Church Street, St. Helier Phone: +39 06 321 8368 Phone: +46 8 678 4010 Phone: +44 1481 703700 Jersey, JE4 9WB Phone: +44 1534 756600 Luxembourg Schroder Investment Management (Luxembourg) S.A. 5 rue Höhenhof, 1736 Senningerberg Phone: +352 341 342 202 32 Schroder & Co Bank AG Asia / Pacific Korea Argentina Schroders Korea Limited Schroder Investment Management S.A. Australia Seoul Finance Centre, 84 Taepyungro Representative Office Schroder Investment Management 1ga Chung-gu, Seoul 100-768 Ing. Enrique Butty 220 Australia Limited Phone: +82 23783 0500 C1001AFB Buenos Aires Phone: +54 11 4317 1300 123 Pitt Street, Sydney, NSW 2000 Phone: +61 (0)2 9210 9200 Singapore Schroder Investment Management Bermuda China (Singapore) Limited Schroders (Bermuda) Limited Schroders plc 65 Chulia Street, #47–01, OCBC Centre 22 Church Street, Hamilton HM 11 Landmark Building Singapore 049513 Phone: +1 441 292 4995 8 Nth Dongsannuan Road Phone: +65 6535 3411 Brazil Beijing 100004 Taiwan Schroder Investment Management Schroders Taiwan Limited Brasil S.A. Schroders plc Bank Tower, 205 Tun Hwa North Road, Rua Joaquim Floriano, 72 202 Hu Bin Road Taipei, 10592, ROC São Paulo, SP, Brazil 04534-000 Shanghai 200021 Phone: +866 2 2719 6061 Phone: +55 11 3849 1890 Phone: +86 10 6590 7791 Phone: +86 21 5383 5858 Cayman Islands Schroder Investment Management (Hong Kong) Ltd Schroder Cayman Bank and Trust Americas Company Limited PO Box 1040 GT, Harbour Centre Two Exchange Square 8 Connaught Place, Central USA Grand Cayman, British West Indies Hong Kong SAR Schroder Investment Management Phone: +1 345 949 2849 Phone: +852 2521 1633 North America Inc. 875 Third Avenue Mexico Indonesia New York, NY 10022–6225 Schroder Investment Management PT Schroder Investment Management Phone: +1 212 641 3830 North America Inc. Monte Pelvoux 111 – despacho 404 Indonesia Lippo Plaza Building Schroder Investment Management Lomas de Chapultepec Jl. Jend. Sudirman Kav. 25, Jakarta 12920 The Curtis Centre México, D.F., 11000 Phone: +62 21 520 4550 Independence Square West Phone: +52 55 2623 0202 Philadelphia, PA 19106 Japan Phone: +1 215 861 0997 Schroder Investment Management (Japan) Limited Canada Pacific Century Place Marunouchi Schroder Investment Management 1–11–1 Marunouchi, Chiyoda-ku, North America Limited Tokyo 100–6224 Canada Trust Tower, BCE Place Phone: +81 (0)3 5293 1500 Toronto M5J 2S1 Phone: +1 416 360 1200 Schroder & Co Bank AG 33 Schroders Milestones 34 1804 Johann Heinrich Schröder from Hamburg became a partner in his brother’s London based merchant company. 1850’s – 1860’s J. Henry Schröder & Co. evolved from an anglo-german merchant company to a renowned merchant bank. 1870 Schroders introduced the Japanese Government’s first foreign loan to the London Market. 1923 J. Henry Schröder Banking Corporation, known as Schrobanco, was launched and traded on Wall Street. 1957 The name of J. Henry Schröder & Co. was anglicised and the partnership was converted into a private company. 1959 Schroders became a quoted public company and was listed on the London Stock Exchange. Helmut Schroder was Chairman until 1965. 1960’s – 1970’s Schroders developed a presence in each of the major financial markets of the world. Subsidiary and associated companies were established to undertake investment banking activities in Hong Kong, Japan, Singapore, Switzerland and other Continental European countries. 1962 Schroders merged with Helbert, Wagg & Co., a stock broking firm founded in 1823, which specialised in issues for domestic clients and contributed greatly to the development of the investment advisory side. 1986 Schroders acquired a 50% interest in Wertheim & Co. Inc., a leading New York investment bank and securities firm and Schrobanco was sold to the Industrial Bank of Japan. 1994 Schroders acquired the remaining 50% of Wertheim which it later renamed Schroder & Co. Inc. 2000 Schroders sold its investment banking business to Salomon Smith Barney. Asset management and related businesses now comprise the whole of Schroders plc’s business. 2001 Schroders acquired Beaumont, an absolute return asset management business, focussing on high net worth individuals, family offices and professional investors. 2004 Schroders plc celebrates 200 years history. Schroder & Co Bank AG This annual report is also published in German. The German version is prevailing. www.schroders.ch