Raiffeisen Bank International : Finance Jersey III Ltd.- Half-Year Report

RZB FINANCE (JERSEY) III LIMITED

INTERIM REPORT AND UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30TH JUNE 2021

RZB FINANCE (JERSEY) III LIMITED

TABLE OF CONTENTS

Page(s)

Report of the Directors	2 to 3
Statement of Financial Position	4
Statement of Comprehensive Income	5
Statement of Changes in Equity	6
Statement of Cash Flows	7
Notes to the Financial Statements	8 to 22

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RZB FINANCE (JERSEY) III LIMITED

REPORT OF THE DIRECTORS

The Directors present their interim report and the unaudited financial statements of RZB Finance (Jersey) III Limited (the "Company") for the period ended 30th June 2021.

INCORPORATION

The Company was incorporated in Jersey, Channel Islands on 30th April 2004 under the Companies (Jersey) Law 1991, as amended, with registration number 87591.

ACTIVITIES

The principal activity of the Company is raising finance for other group companies. The Company's Perpetual Capital Notes (the "Perpetual Capital Notes" or "Securities") are listed on the Euronext Amsterdam Stock Exchange with secondary listings on the Frankfurt, Stuttgart, Munich, Dusseldorf and Berlin stock exchanges.

There were no new Perpetual Capital Notes issued during the period (2020: none). The only significant change in the financial position of the Company during the period is the fair value changes of the assets and liabilities measured at fair value through profit or loss.

As announced on 6th July 2021, the Company has decided to exercise its option to redeem all currently outstanding 90,475 Securities in the aggregate principal amount of €90,475,000 in cash at the Liquidation Preference of €1,000 per Security plus any accrued and unpaid interest (if any) thereon on 15th December 2021, subject to the prior notice of RBI that approval from the European Central Bank as relevant regulator has been received and fulfilment of all other necessary conditions for exercising the call pursuant to the terms and conditions of the Securities.

RESULTS AND BUSINESS REVIEW

The operating loss for the period amounted to €27,784 (2020: €14,423).

The Company's principal risks and uncertainties arising from the financial instruments it holds are disclosed in detail in note 12. Other than those mentioned in this note, in the Directors' opinion, the Company's exposure to other risks is minimal.

DIVIDENDS

The Company did not declare or pay any dividends during the period (2020: €nil).

GOING CONCERN

After redemption of the Securities, the Company will serve no further commercial purpose and will be liquidated shortly thereafter. The Directors have therefore chosen to prepare these financial statements on a basis other than going concern. Further information and details on the Directors' assessment of going concern is set out in the "Going concern" section in note 2 to the financial statements.

As at the date of approval of the financial statements, the COVID-19 outbreak has not had, and is not anticipated to have, a material adverse effect on the Company. Refer to note 16 for further details.

DIRECTORS

The Directors who held office throughout the period and subsequently were:-

S.J. Hopkins (resigned 18th February 2021)

J.N. Pendergast

1. Orosco R. Go

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RZB FINANCE (JERSEY) III LIMITED

REPORT OF THE DIRECTORS - (CONTINUED)

SECRETARY

The Company's Secretary is Sanne Secretaries Limited.

REGISTERED OFFICE

IFC 5, St Helier, Jersey, JE1 1ST

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the financial statements in accordance with applicable laws and regulations.

Company Law requires the Directors to prepare financial statements for each financial period. Under that Law, they have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU and applicable laws.

Under Company Law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. For reasons disclosed on page 2 and note 8 to the financial statements, these financial statements have been prepared on a basis other than that of a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991, as amended. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

STATEMENT OF PERSONS RESPONSIBLE WITHIN THE ISSUER

With regard to Regulation 2004/109/EC of the European Union (the "EU Transparency Directive"), the Directors of the Company, whose names appear on page 2, confirm to the best of their knowledge that the financial statements for the period ended 30th June 2021 give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by the applicable accounting standards. The Report of the Directors gives a fair review of the development of the Company's business, financial position and the important events that have occurred during the financial period and their impact on the financial statements. The principal risks and uncertainties faced by the Company are disclosed in note 12 to these financial statements.

Signed on behalf of the Board of Directors:

R. Go

Date: 22nd July 2021

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RZB FINANCE (JERSEY) III LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 30TH JUNE 2021

	Notes			30th Jun 21			31st Dec 20
ASSETS
Non-current assets
Financial asset at fair value through profit or loss	3			88,448,360			83,417,950
Current assets
Other receivables	4			7,248			11,757
Cash and cash equivalents	5			63,030			46,798
				70,278			58,555
TOTAL ASSETS		€	88,518,638	€	83,476,505
EQUITY AND LIABILITIES
Equity
Issued share capital	6			1,000			1,000
Deficit		(	120,017)	(	92,233)
Capital contribution	15			165,000			125,000
TOTAL EQUITY				45,983			33,767
Non-current liabilities
Perpetual Capital Notes at fair value through profit or loss	7			88,448,360			83,417,950
				88,448,360			83,417,950
Current liabilities
Other payables	8			24,295			24,788
TOTAL LIABILITIES				88,472,655			83,442,738
TOTAL EQUITY AND LIABILITIES		€	88,518,638	€	83,476,505

The financial statements on pages 4 to 22 were approved and authorised for issue by the Board of Directors on the 22nd July

2021 and were signed on its behalf by:

1. Orosco
   Director

(The notes on pages 8 to 22 form part of these unaudited financial statements)

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