2020 Annual Report and Audited Financial Statements

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RZB FINANCE (JERSEY) III LIMITED

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2020


RZB FINANCE (JERSEY) III LIMITED

TABLE OF CONTENTS

Page(s)

Report of the Directors 2 to 3

Independent Auditor's report 4 to 8

Statement of Financial Position 9

Statement of Comprehensive Income 10

Statement of Changes in Equity 11

Statement of Cash Flows 12

Notes to the Financial Statements 13 to 28

___________________________________________________________________________________________

1
RZB FINANCE (JERSEY) III LIMITED

REPORT OF THE DIRECTORS


The Directors present their annual report and the audited financial statements of RZB Finance (Jersey) III Limited
(the "Company") for the year ended 31st December 2020.

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 are listed on the Euronext Amsterdam Stock Exchange with secondary listings on the Frankfurt,
Stuttgart, Munich, Dusseldorf and Berlin stock exchanges.

There are no new Perpetual Capital Notes created and issued during the year (2019: none). The only significant
change in the financial position of the Company during the year is the fair value changes of the assets and liabilities
measured at fair value through profit or loss.

RESULTS AND BUSINESS REVIEW

The operating loss for the year amounted to €34,143 (2019: €46,859).

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 year (2019: €nil).

GOING CONCERN

As set out in the Going Concern section in note 2 to the financial statements, the Directors are satisfied that the
Company has adequate resources to continue in business for the foreseeable future. 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. Consequently, the going concern basis continues to be appropriate in preparing the
financial statements. Refer to notes 2 and 16 for further details.

DIRECTORS

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

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


J.N. Pendergast
A. Orosco
R. Go (appointed 22nd January 2020)

SECRETARY

The Company's Secretary is Sanne Secretaries Limited.

REGISTERED OFFICE

IFC 5, St Helier, Jersey, JE1 1ST

________________________________________________________________________________________________

2
RZB FINANCE (JERSEY) III LIMITED

REPORT OF THE DIRECTORS - (CONTINUED)


INDEPENDENT AUDITOR

KPMG Channel Islands Limited was the auditor during the year ended 31st December 2020. Deloitte LLP has been appointed
as auditor for the year ending 31st December 2021.

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 year. 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 year. 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;
• assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have
no realistic alternative but to do so.

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 year
ended 31st December 2020 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
year 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: 12th March 2021

________________________________________________________________________________________________

3
Independent Auditor's Report to the Members of RZB Finance
(Jersey) I I Limited
Our opinion is unmodified
We have audited the financial statements of RZB Finance (Jersey) III Limited (the “Company”), which comprise the
statement of financial position as at 31 December 2020, the statements of comprehensive income, changes in
equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other
explanatory information.

In our opinion, the accompanying financial statements:

 give a true and fair view of the financial position of the Company as at 31 December 2020, and of the
Company’s financial performance and cash flows for the year then ended;
 are prepared in accordance with International Financial Reporting Standards as adopted by the European
Union; and
 have been properly prepared in accordance with the Companies (Jersey) Law, 1991.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are
independent of the Company in accordance with, UK ethical requirements including FRC Ethical Standards, as
applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis
for our opinion.

Key audit matters: our assessment of the risks of material misstatement


Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of
the financial statements and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key
audit matter was as follows (unchanged from 2019):

The risk Our response

Valuation of Financial Basis: Our audit procedures included:


Instruments
The financial assets and financial Internal Controls:
Financial asset at fair value through liabilities at fair value through profit
profit or loss €83,417,950; (2019: or loss, consisting of an Undated We assessed the design and
€78,767,535) Securitised Commercial Certificate implementation of the control in
of Obligation (the "Certificate") and place over the estimation and the
Perpetual Capital Notes at fair Perpetual Capital Notes (the judgments made in relation to the
value through profit or loss "Capital Notes"), are central to the fair value of the Certificate and
€83,417,950; (2019: €78,767,535) Company's principal activity which Capital Notes.
is explained on page 2 of the
Refer to note 2 accounting policy Assessing valuation approach
Annual Report and Audited
and note 3 disclosures and key inputs:
Financial Statements.
We obtained an understanding of
The Certificates are valued based
the valuation methodologies
on the price of the listed Capital
adopted, the key assumptions
Notes issued by the Company on
made, and inputs used by the
the basis that the two instruments
directors in applying their
consist of significantly back-to-back
judgement to determine fair value.
terms and the Capital Notes are

4
Independent Auditor's Report to the Members of RZB Finance
(Jersey) I I Limited (continued)
The risk Our response

limited recourse. Whilst all the Challenging observable inputs


Capital Notes are listed on multiple used by management:
exchanges, the prices derived from
these exchanges may be different We considered the available
due to several factors such as market prices of the Capital Notes
volume and trading activity. in the exchanges to which they are
listed and assessed the trade
Risk: dates, the level of trading and the
bid/ask price spread. We also
The valuation of the Certificate and challenged the judgment made by
Capital Notes is a significant area the directors as to the
of our audit, given the judgments appropriateness of the exchange
that may be involved in the selected and the price used by the
estimation of their fair value. directors for valuing the Capital
Notes and Certificates.
The judgment required relates to
the determination of the most Assessing management’s
appropriate price from the evaluation of fair value:
exchanges the Capital Notes trade
on. We assessed the reasonableness
of the directors' evaluation of the
fair value of the financial
instruments.

We also considered the effect of


the changes to the credit risk of the
Capital Notes and whether those
changes would need to be
recognised separately in other
comprehensive income.

Assessing disclosures:
We also considered the Company’s
disclosures (see notes 2 and 12) in
relation to the use of estimates and
judgments regarding the valuation
of the Certificate and Capital Notes
and the Company’s Certificate
valuation policies adopted in note 2
and fair value disclosures in note
12 for compliance with IFRS.

Our application of materiality and an overview of the scope of our audit


Materiality for the financial statements as a whole was set at €788,000, determined with reference to a benchmark
of total assets of €83,476,505, of which it represents approximately 1% (2019: 1%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed
to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material amount across the financial
statements as a whole. Performance materiality for the Company was set at 75% (2019: 75%) of materiality for the
financial statements as a whole, which equates to €591,000 (2019: €592,000). We applied this percentage in our
determination of performance materiality because we did not identify any factors indicating an elevated level of
risk.

5
Independent Auditor's Report to the Members of RZB Finance
(Jersey) I I Limited (continued)
We reported to the Board any corrected or uncorrected identified misstatements exceeding £39,000, in addition to
other identified misstatements that warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality level specified above, which has informed our
identification of significant risks of material misstatement and the associated audit procedures performed in those
areas as detailed above.

Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate
the Company or to cease its operations, and as they have concluded that the Company's financial position means
that this is realistic. They have also concluded that there are no material uncertainties that could have cast
significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the
financial statements (the “going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model
and analysed how those risks might affect the Company's financial resources or ability to continue operations over
the going concern period. The risks that we considered most likely to affect the Company's financial resources or
ability to continue operations over this period were:

 Availability of capital to meet operating costs and other financial commitments; and
 The recoverability of financial assets subject to credit risk.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing
severe, but plausible downside scenarios that could arise from these risks individually and collectively against the
level of available financial resources indicated by the Company’s financial forecasts.

We considered whether the going concern disclosure in note 2 to the financial statements gives a full and accurate
description of the directors' assessment of going concern.

Our conclusions based on this work:

 we consider that the directors' use of the going concern basis of accounting in the preparation of the financial
statements is appropriate;
 we have not identified, and concur with the directors' assessment that there is not, a material uncertainty
related to events or conditions that, individually or collectively, may cast significant doubt on the Company's
ability to continue as a going concern for the going concern period; and
 we found the going concern disclosure in the notes to the financial statements to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes
that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are
not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect


Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:

 enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as well as
enquiring whether management have knowledge of any actual, suspected or alleged fraud;
 reading minutes of meetings of those charged with governance; and
 using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, we perform procedures to address the risk of management override of controls,
in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit
we do not believe there is a fraud risk related to revenue recognition because the Company’s revenue streams are

6
Independent Auditor's Report to the Members of RZB Finance
(Jersey) I I Limited (continued)
simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or
agreements with little or no requirement for estimation from management. We did not identify any additional fraud
risks.

We performed procedures including

 Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified
entries to supporting documentation; and
 incorporating an element of unpredictability in our audit procedures.

Identifying and responding to risks of material misstatement due to non-compliance with laws and
regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector experience and through discussion with management
(as required by auditing standards), and from inspection of the Company’s regulatory and legal correspondence,
and discussed with management the policies and procedures regarding compliance with laws and regulations. As
the Company is regulated, our assessment of risks involved gaining an understanding of the control environment
including the entity’s procedures for complying with regulatory requirements.

The Company is subject to laws and regulations that directly affect the financial statements including financial
reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items.

The Company is subject to other laws and regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines
or litigation or impacts on the Company’s ability to operate. We identified financial services regulation as being the
area most likely to have such an effect, recognising the regulated nature of the Company’s activities and its legal
form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and
regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if
a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not
detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our audit
in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all laws and regulations.

Other information
The directors are responsible for the other information. The other information comprises the information included
in the annual report but does not include the financial statements and our auditor's report thereon. Our opinion on
the financial statements does not cover the other information and we do not express an audit opinion or any form
of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

7
Independent Auditor's Report to the Members of RZB Finance
(Jersey) I I Limited (continued)
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us
to report to you if, in our opinion:

 adequate accounting records have not been kept by the Company; or


 the Company's financial statements are not in agreement with the accounting records; or
 we have not received all the information and explanations we require for our audit.

Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 3, the directors are responsible for: the preparation of
the financial statements including being satisfied that they give a true and fair view; 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; assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at


www.frc.org.uk/auditorsresponsibilities.

The purpose of this report and restrictions on its use by persons other than the Company's
members, as a body
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members, as a body, for our audit work, for this report, or for the opinions we have formed.

Brian Bethell

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognized Auditors

Jersey

12 March 2021

8
RZB FINANCE (JERSEY) III LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31ST DECEMBER 2020

Notes 31st Dec 20 31st Dec 19

ASSETS
Non-current assets
Financial asset at fair value through profit or loss 3 83,417,950 78,767,535

Current assets
Other receivables 4 11,757 19,090
Cash and cash equivalents 5 46,798 82,731

58,555 101,821

TOTAL ASSETS € 83,476,505 € 78,869,356

EQUITY AND LIABILITIES


Equity
Issued share capital 6 1,000 1,000
Deficit ( 92,233) ( 58,090)
Capital contribution 15 125,000 125,000

TOTAL EQUITY 33,767 67,910

Non-current liabilities
Perpetual Capital Notes at fair value through profit or loss 7 83,417,950 78,767,535

83,417,950 78,767,535

Current liabilities
Other payables 8 24,788 33,911

TOTAL LIABILITIES 83,442,738 78,801,446

TOTAL EQUITY AND LIABILITIES € 83,476,505 € 78,869,356

The financial statements on pages 9 to 28 were approved and authorised for issue by the Board of Directors on the 12th day
of March 2021 and were signed on its behalf by:

A. Orosco
Director

(The notes on pages 13 to 28 form part of these audited financial statements)


________________________________________________________________________________________________

9
RZB FINANCE (JERSEY) III LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST DECEMBER 2020

1st Jan 20 1st Jan 19


to to
Notes 31st Dec 20 31st Dec 19

INCOME
Gain on revaluation of financial asset at fair value through profit or loss 3 4,650,415 11,816,035
Interest income on financial asset 110,794 606,409
Foreign exchange gain 1,794 -

4,763,003 12,422,444

EXPENDITURE
Loss on revaluation of Perpetual Capital Notes at fair value through profit
or loss 7 4,650,415 11,816,035
Interest expense on Perpetual Capital Notes 84,556 579,779
Administration and accounting fees 26,024 26,249
Audit fees 25,851 28,557
Other charges 10,300 16,575
Foreign exchange loss - 2,108

4,797,146 12,469,303

OPERATING LOSS FOR THE YEAR ( 34,143) ( 46,859)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR €( 34,143) €( 46,859)

Other comprehensive income

There were no items of other comprehensive income in either the current or prior year.

All items dealt with in any of the total comprehensive loss relate to continuing operations.

(The notes on pages 13 to 28 form part of these audited financial statements)


________________________________________________________________________________________________

10
RZB FINANCE (JERSEY) III LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2020

Ordinary
Share Capital
Capital Contribution Deficit Total

Balance as at 1st January 2020 1,000 125,000 ( 58,090) 67,910


Total comprehensive loss:
- Operating loss for the year - - ( 34,143) ( 34,143)

Balance as at 31st December 2020 € 1,000 € 125,000 € ( 92,233) € 33,767

Ordinary
Share Capital
Capital Contribution Deficit Total

Balance as at 1st January 2019 1,000 125,000 ( 11,231) 114,769


Total comprehensive loss:
- Operating loss for the year - - ( 46,859) ( 46,859)

Balance as at 31st December 2019 € 1,000 € 125,000 € ( 58,090) € 67,910

(The notes on pages 13 to 28 form part of these audited financial statements)


________________________________________________________________________________________________

11
RZB FINANCE (JERSEY) III LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST DECEMBER 2020

1st Jan 20 1st Jan 19


to to
Notes 31st Dec 20 31st Dec 19

Cash flows from operating activities


Operating loss for the year ( 34,143) ( 46,859)
Loss on revaluation of Perpetual Capital Notes at fair value through profit
or loss 7 4,650,415 11,816,035
Gain on revaluation of financial asset at fair value through profit of loss 3 ( 4,650,415) ( 11,816,035)
Interest income on financial asset ( 110,794) ( 606,409)
Interest expense on Perpetual Capital Notes 84,556 579,779
Interest received on financial asset 117,617 636,492
Interest paid on Perpetual Capital Notes ( 91,379) ( 609,862)
Decrease/(increase) in other receivables 510 ( 3,043)
(Decrease)/increase in other payables ( 2,300) 13,467

Net cash flow used in operating activities ( 35,933) ( 36,435)

Net movement in cash and cash equivalents ( 35,933) ( 36,435)


Cash and cash equivalents at the beginning of the year 82,731 119,166

Cash and cash equivalents at the end of the year 5 € 46,798 € 82,731

Reconciliation of movement in net debt

Liabilities Cash Net debt

Opening balance as at 1st January 2020 ( 78,774,358) 82,731 ( 78,691,627)

Cash movement during the year 6,823 ( 35,933) ( 29,110)

Non-cash movement during the year ( 4,650,415) - ( 4,650,415)

Closing balance as at 31st December 2020 €( 83,417,950) € 46,798 € ( 83,371,152)

(The notes on pages 13 to 28 form part of these audited financial statements)


________________________________________________________________________________________________

12
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2020


1. GENERAL INFORMATION

RZB Finance (Jersey) III Limited (the "Company") was incorporated in Jersey, Channel Islands on 30th April 2004
as a public company under the Companies (Jersey) Law 1991, as amended and assigned company number 87591.
The principal activity of the Company is raising finance for other group companies. Details of the activities of the
Company are set out in notes 3, 7 and 12.

2. ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These
accounting policies have been consistently applied to all the years presented unless otherwise stated.

Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union ("EU").

The financial statements have been prepared on the historical cost basis, except for financial assets at fair value
through profit or loss and Perpetual Capital Notes at fair value through profit or loss which are stated at fair value.

Going concern

The financial statements have been prepared on a going concern basis.

The Directors believe that the Company has sufficient liquidity to be able to meet its obligations as they fall due
given that: interest cash outflows are contractually lower than and contingent upon interest cash inflows; the amount
of cash and accrued interest receivable held by the Company are sufficient to meet the accrued interest payable and
other accruals; and, given the existence of the Support Agreement as outlined in note 12. Moreover, the Company’s
main financial liability consists of the Perpetual Capital Notes which will mature concurrently with the main financial
asset.

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.

New accounting standards, amendments to existing accounting standards and/or interpretations of existing
accounting standards (separately or together, "New accounting requirements") adopted during the current
year

The Directors have assessed the impact, or potential impact, of all New accounting requirements. In the opinion of
the Directors, except for the implementation of the amendments to IAS 1 and IAS 8 and the associated amendments
to the Conceptual Framework and IFRS Practice Statement 2, all of which relate to the definition of ‘material’, as
referred to below, there are no mandatory New accounting requirements applicable in the current year that had any
actual or potential material effect on the reported performance, financial position, or disclosures of the Company.
Consequently, no other mandatory New accounting requirements are listed. The Company has not early adopted any
New accounting requirements that are not mandatory.

________________________________________________________________________________________________

13
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


2. ACCOUNTING POLICIES - (CONTINUED)

New accounting standards, amendments to existing accounting standards and/or interpretations of existing
accounting standards (separately or together, "New accounting requirements") adopted during the current
year - (continued)

Amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and Amendments to the Conceptual Framework and IFRS Practice
Statement 2: Making Materiality Judgements – “Definition of Material” – effective for accounting years
commencing on or after 1st January 2020

In October 2018, the IASB issued amendments to achieve a consistent definition of materiality throughout
International Financial Reporting Standards and the Conceptual Framework for Financial Reporting and to clarify
certain aspects of the definition. The new definition of material in IAS 1 and IAS 8 states that, 'Information is
material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary
users of general purpose financial statements make on the basis of those financial statements, which provide financial
information about a specific reporting entity.' The definitions of material in the Conceptual Framework and IFRS
Practice Statement 2: Making Materiality Judgements were amended to align with the revised definition of material
in IAS 1 and IAS 8.

The amendments clarify that materiality will depend on the nature or magnitude of information, or both. An entity is
required to assess whether the information, either individually or in combination with other information, is material in
the context of the financial statements as a whole.

The previous definition of material referred to 'users' but did not specify their characteristics, which could have been
interpreted to imply that an entity is required to consider all possible users of general purpose financial statements
when assessing materiality. The amended definition of material now refers to 'primary users', being defined as
'existing and potential investors, lenders and other creditors' that must rely on general purpose financial statements
for much of the financial information that they need.

The amendments must be applied prospectively. In the Directors' opinion, implementation of these amendments has
had no material impact on the recognition, measurement or disclosures in the Company's financial statements.

Non-mandatory new accounting requirements not yet adopted

All non-mandatory new accounting requirements in issue are either not yet permitted to be adopted or, in the
Directors’ opinion, would have no material effect on the reported performance, financial position, or disclosures of
the Company and consequently have neither been adopted, nor listed.

Non-derivative financial assets

The Company initially recognises receivables and deposits on the date that they are originated. All other financial
assets are recognised initially on the trade date at which the Company becomes a party to the contractual provisions
of the instrument.

The Company derecognises a non-derivative financial asset when the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in
which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in
transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.

________________________________________________________________________________________________

14
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


2. ACCOUNTING POLICIES - (CONTINUED)

Non-derivative financial assets - (continued)

Financial assets and financial liabilities are offset and the net amount presented in the Statement of Financial Position
when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or
to realise the asset and settle the liability simultaneously.

The Company’s non-derivative financial assets consist of a financial asset at fair value through profit or loss, other
receivables and cash and cash equivalents.

Financial asset at fair value through profit or loss

In accordance with IFRS 9, the Company classifies the investment held as financial asset measured at fair value
through profit or loss ("FVTPL") as the contractual cash flows of the financial asset do not represent solely payments
of principal and interest. Upon initial recognition, financial assets are measured at fair value excluding transaction
costs that are directly attributable to the acquisition of such assets. Subsequently, they are measured at fair value with
changes thereof being recognised directly in profit or loss in the Statement of Comprehensive Income. Financial
assets at FVTPL are derecognised when the rights to receive cash flows have expired or the Company has transferred
substantially all risks and rewards of ownership.

Other receivables

Other receivables are financial assets with fixed or determinable payments that are not quoted in an active market.
Such assets are measured at amortised cost using the effective interest method less allowance for impairment.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid
investments with original maturities of three months or less.

Impairment

All financial assets, except those carried at fair value through profit or loss, are subject to review for impairment at
each reporting date. At initial recognition, an impairment allowance is required for expected credit loss or losses
("ECL") resulting from possible default events within the next 12 months. If an event were to occur that significantly
increased the credit risk of the counterparty, an allowance for ECL would be required for possible defaults over the
term of the financial instrument. Such a change in credit risk of the counterparty would also have an impact on the
recognition of income on the financial asset.

As permitted under IFRS 9, the Company has elected to utilise the practical expedient under which any necessary
impairment allowance may be measured by estimating the twelve-month ECL.

In the Directors' opinion, the credit risk of a default at the level of the other receivables and the cash and cash
equivalents was low at initial recognition and has assessed that such risk remains low as at the reporting date.
Consequently, in the Directors' opinion, the ECL for these financial assets for the twelve-month year after the
reporting date is approximately equal to nil.

________________________________________________________________________________________________

15
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


2. ACCOUNTING POLICIES - (CONTINUED)

Non-derivative financial liabilities

The Company initially recognises debt securities issued on the date that they are originated. All other financial
liabilities are recognised initially on the trade date at which the Company becomes a party to the contractual
provisions of the instrument. The Company derecognises a financial liability when its contractual obligations are
discharged, cancelled or expired.

The Company has the following non-derivative financial liabilities: Perpetual Capital Notes and other payables.

Such financial liabilities are recognised initially at fair value and any transaction costs are immediately expensed.
Subsequent to initial recognition the Perpetual Capital Notes are measured at fair value through profit or loss and
other payables are measured at amortised cost using the effective interest method.

Perpetual Capital Notes at fair value through profit or loss

The Directors have considered the characteristics of the Perpetual Capital Notes, and the requirements of IFRS and
consider that the most appropriate classification of these securities is as debt.

The Perpetual Capital Notes are designated at fair value through profit or loss, as permitted under IFRS 9, in order to
eliminate the accounting mismatch that would otherwise occur in the Company's Statement of Financial Position and
Statement of Comprehensive Income if the investments were to be measured at fair value through profit or loss whilst
the Perpetual Capital Notes would otherwise be measured at amortised cost. Consequently the Perpetual Capital
Notes are initially and subsequently measured at fair value through profit or loss. Therefore, the Perpetual Capital
Notes are presented within liabilities in the Statement of Financial Position. Financial liabilities at fair value through
profit or loss are recognised on the trade date and derecognised when they are extinguished (i.e. when the obligation
is discharged, cancelled or expired).

Fair value estimation

IFRS 13 "Fair Value Measurement" ("IFRS 13") defines a fair value hierarchy that prioritises the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements).

The three levels of the fair value hierarchy under IFRS 13 are as follows:

Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities at the
valuation date;

Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either
directly (as prices) or indirectly (derived from prices), including inputs from markets that are not considered to be
active; and

Level 3 – Inputs that are not based upon observable market data.

________________________________________________________________________________________________

16
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


2. ACCOUNTING POLICIES - (CONTINUED)

Fair value estimation - (continued)

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For
this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value
measurement uses observable inputs that require significant adjustment based on unobservable inputs, that
measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement
in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes observable requires judgement by the Company. The Company considers
observable data to be that market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In
choosing between alternative sources of market data, the Directors give consideration to factors such as the frequency
and volume of trades, the consistency of market data between sources, and other matters arising in their
determination of the principal and most advantageous market.

The Company recognises transfers between levels of the fair value hierarchy as if the change occurred at the
beginning of the year.

Use of estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimates are revised and in any future years affected.

Key estimates used in preparing these financial statements primarily include the determination of the fair value of the
financial assets and financial liabilities at FVTPL are based on the closing price of the Perpetual Capital Notes at
year end as disclosed in note 12. Key judgements include the classification of the Certificate as financial assets at
FVTPL and the classification of Perpetual Capital Notes as debt at FVTPL. Judgement is used by the Directors to
determine which market listing provides the most trading volumes, the most appropriate closing price and therefore
the most appropriate fair value for use in the financial statements.

Functional and presentation currency

These financial statements are presented in Euro ("€", "EUR"), which is the Company’s functional currency.

Foreign currency transactions

Transactions in foreign currencies are translated to the Company’s functional currency at the exchange rate ruling at
the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date
are retranslated to functional currency at the foreign exchange rate ruling at that date. The foreign currency gain or
loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the
year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency
translated at the exchange rate at the end of the year. Foreign exchange differences arising on translation are
recognised in the Statement of Comprehensive Income.

________________________________________________________________________________________________

17
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


2. ACCOUNTING POLICIES - (CONTINUED)

Embedded derivatives

Derivatives embedded in financial instruments that are closely related to the host contracts are not treated as separate
derivatives. The interest rate cap in place on the Company’s investment in Undated Securitised Commercial Certificate of
Obligation and on the Perpetual Capital Notes has not been accounted for separately. The fair value of the embedded
derivative is included in the fair value of the host contract under fair value through profit or loss.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity.

Interest income on financial asset

Interest income is accounted for on an accrual basis using the effective interest method.

Interest expense on Perpetual Capital Notes

Interest expense on Perpetual Capital Notes is accounted for on an accrual basis using the effective interest method.

Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues
and incur expenses. The Directors perform regular reviews of the operating results of the Company and make decisions
using financial information at the entity level only. Accordingly, the Directors believe that the Company has only one
reportable operating segment.

The Directors are responsible for ensuring that the Company carries out business activities in line with the transaction
documents. They may delegate some or all of the day-to-day management of the business to other parties both internal and
external to the Company, including the decisions to purchase and sell securities. The decisions of such parties are reviewed
on a regular basis to ensure compliance with the policies and legal responsibilities of the Directors. Therefore the Directors
retain full responsibility as to the major allocation decisions of the Company.

The management receives financial information based on IFRS and as such no reconciliation is required between
management information and the financial statements as presented.

Expenses

Expenses are recognised on an accrual basis.

Employees

The Company did not have any employees during the year or in the prior year.

________________________________________________________________________________________________

18
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


3. FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS

31st Dec 20 31st Dec 19


Opening balance as at 1st January 78,767,535 66,951,500
Gain on revaluation of financial asset at FVTPL 4,650,415 11,816,035

Closing balance as at year end € 83,417,950 € 78,767,535

The financial asset at fair value through profit or loss consists of €90,475,000 Undated Securitised Commercial Certificate
of Obligation (the "Certificate") issued by a related party, Raffeissen Bank International ("RBI") and subscribed in full by
the Company on issuance at par. The carrying value of the financial assets was determined based on the fair value of the
Perpetual Capital Notes (see notes 7 and 12).

The Certificate may be redeemed at the option of the borrower on each interest payment date on or after 15th June 2009 at
par in accordance with the conditions of issuance of the securitised commercial certificate of obligation. The claim of the
Company shall be subordinated in accordance with Section 45 (4) of the Austrian Banking Act.

Interest is receivable semi-annually in arrears on 15th June and 15th December from (and including) 15th June 2005 at an
interest rate of 0.13% per annum plus the Reference Rate. The Reference Rate ("EUR-ISDA-EURIBOR Swap rate
–11:00") is the annual swap rate for swap transactions with a 10 year-period maturity. The floating interest rate is capped
at 9.03% per annum. At the reporting date, the interest rate stood at 0.030% per annum (2019: 0.211% per annum).

Interest accrues on a non-cumulative basis and as long as such interest shall be covered by the annual surplus of RBI as
stated in the last approved annual financial statements of RBI.

The Directors do not expect the Certificate to be redeemed in the foreseeable future, which is accordingly presented within
non-current assets.

4. OTHER RECEIVABLES 31st Dec 20 31st Dec 19


Accrued interest receivable 1,131 7,954
Prepayments 10,626 11,136

€ 11,757 € 19,090

The accrued interest receivable arose from the Certificate (note 3).

5. CASH AND CASH EQUIVALENTS 31st Dec 20 31st Dec 19


Raiffeisen Bank International AG call deposit € 46,798 € 82,731

6. ISSUED SHARE CAPITAL 31st Dec 20 31st Dec 19


Authorised, issued and fully paid up share capital
1,000 Ordinary shares at €1 each (2019: 1,000 ordinary shares) € 1,000 € 1,000

The holders of ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to
one vote per share at meetings of the Company.

________________________________________________________________________________________________

19
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


7. PERPETUAL CAPITAL NOTES AT FAIR VALUE THROUGH PROFIT OR LOSS

31st Dec 20 31st Dec 19


Perpetual Capital Notes 78,767,535 66,951,500
Loss on revaluation of Perpetual Capital Notes at FVTPL 4,650,415 11,816,035

€ 83,417,950 € 78,767,535

Non-cumulative interest on the Perpetual Capital Notes will accrue at the floating interest rate, payable semi-annually in
arrears on 15th June and 15th December each period. The floating interest rate is equal to 0.1% per annum plus the
Reference Rate ("EUR-ISDA-EURIBOR Swap rate –11:00") being the annual swap rate for swap transactions with a 10-
period maturity. The floating interest rate is capped at 9% per annum. At the reporting date, the interest rate stood at
0.030% per annum (2019: 0.211% per annum).

Interest payments are non discretionary and are subject to the conditions included in Clause (4) of the Offering Circular.

The Perpetual Capital Notes are redeemable at the option of the Company, subject to law and to the prior consent of
Raiffeisen Zentralbank Österreich AG ("RZB") (as "Support Agreement Provider") which shall grant such consent only
after either replacement of the principal amount of the Perpetual Capital Notes so redeemed by the issuing of other capital
of at least equivalent quality or having applied for and been granted consent by the Austrian Financial Market Supervisory
Authority (the "Finanzmarktaufsichtsbehorde" or "FMA"), in whole but not in part, on 15th June 2009 or any interest
payment date falling thereafter, at the redemption price being the liquidation preference plus accrued and unpaid interest
from the then current interest period ending on the date determined for the redemption.

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the Perpetual Capital
Note holders at the time will be entitled to receive the relevant liquidation distribution in respect of each Perpetual Capital
Note held out of the assets of the Company available for distribution to Note holders. Such entitlement will arise before
any distribution of assets is made to holders of ordinary shares, preference shares, preferred securities or any other class of
shares of the Company or any other share or other security issued by the Company and having the benefit of a guarantee
from RZB ranking junior as regards participation in assets to the Perpetual Capital Notes, but such entitlement will rank
equally with the entitlement of the holders of any other shares or securities or Perpetual Capital Notes, if any, of the
Company ranking pari passu with the Perpetual Capital Notes as regards participation in the assets of the Company.

Notwithstanding the availability of sufficient assets of the Company to pay any liquidation distribution to the Note holders,
if at the time such liquidation distribution is to be paid, proceedings are pending or have been commenced for the
voluntary or involuntary liquidation, dissolution or winding-up of RZB, the liquidation distribution paid to Note holders
and the liquidation distribution per security to be paid to the holders of all asset parity securities, shall not exceed the
amount per Perpetual Capital Note that would have been paid as the liquidation distribution from the assets of RZB (after
payment in full in accordance with Austrian law of all creditors of RZB, including holders of its subordinated debt but
excluding holders of any liability expressed to rank pari passu with or junior to RZB’s obligations under the "Support
Agreement") had the Perpetual Capital Notes and all asset parity securities been issued by RZB and ranked (i) junior to all
liabilities of RZB (other than any liability expressed to rank pari passu with or junior to RZB’s obligations under the
‘'Support Agreement'’), (ii) pari passu with all asset parity securities of RZB and (iii) senior to RZB’s Bank Share Capital.

If the liquidation distribution and any other such liquidation distributions cannot be made in full by reason of the limitation
described above, such amounts will be payable pro rata in the proportion that the amount available for payment bears to
the full amount that would have been payable but for such limitation. After payment of the liquidation distribution, as
adjusted if applicable, the Note holders will have no right or claim to any of the remaining assets of the Company or RZB.

________________________________________________________________________________________________

20
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


7. PERPETUAL CAPITAL NOTES AT FAIR VALUE THROUGH PROFIT OR LOSS - (CONTINUED)

A down-stream merger of RBI and RZB took place on 18th March 2017 in which RBI is the surviving entity and the
universal successor of RZB with respect to all of its rights and liabilities. From the Company's perspective, all agreements
entered into with RZB as set out above, including but not limited to the Support Agreement, have been transferred to RBI
at the date of the merger. There are no changes to the terms and conditions of the Perpetual Capital Notes following the
merger.

8. OTHER PAYABLES 31st Dec 20 31st Dec 19


Accrued interest payable - 6,823
Accrued expenses 24,788 27,088

€ 24,788 € 33,911

9. TAXATION

Profits arising in the Company are subject to Jersey Income Tax, currently at the rate of 0% (2019: 0%).

10. ULTIMATE CONTROLLING PARTY

The Company’s ultimate parent company is Raiffeisen-Landesbanken Holding GmbH, a company registered in Austria.

11. RELATED PARTIES

Sanne Fiduciary Services Limited ("SFSL") and Sanne Secretaries Limited ("SSL") provided administration and/or
secretarial services respectively to the Company at commercial rates. Each of SFSL and SSL is a member of Sanne Group
plc and all of its subsidiaries and affiliates (the "Sanne Group Plc"). Each of A. Orosco, S.J. Hopkins, J.N. Pendergast and
R. Go is an employee of SFSL and should be regarded as interested in any transaction with any member of the Sanne
Group plc.

Fees incurred with Sanne Group plc during the year in respect of management fees and administration and accounting fees
are detailed on the face of the Statement of Comprehensive Income. Amounts prepaid to Sanne Group plc at the year end
amounted to €8,793 (2019: €9,303).

As at 31st December 2020, RBI held Perpetual Capital Notes which amounted to €92,000 (2019: €410,000).

Also see notes 3, 4 and 5 for assets held with a related party and the Statement of Comprehensive Income for income
earned on these assets.

12. FINANCIAL INSTRUMENTS

The Board of Directors ("Board") has overall responsibility for the establishment and oversight of the Company’s risk
management framework.

The Company's Board is responsible for identifying and analysing the risks faced by the Company, for setting appropriate
risk limits and controls, and for monitoring risks and adherence to limits.

________________________________________________________________________________________________

21
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

The Company was set up to raise finance for the group (of which Raiffeisen Landesbanken-Holding GmbH is the
ultimate parent). This was achieved by the issue of a financial instrument listed on the Euronext Amsterdam Stock
Exchange which was also listed subsequently on the Frankfurt, Stuttgart, Dusseldorf, Munich and Berlin stock
exchanges, the proceeds of which were used to invest in a financial instrument issued by RBI. No other similar
transactions were carried out by the Company and therefore the operations for the year consisted in servicing the
financial liability from the income generated by the financial asset. In addition, the Company incurred minimal
operating expenses. As a result, the Board deems its sole involvement as sufficient to monitor the risks faced by the
Company and need not delegate any specific duties to Board committees.

The Company has exposure to the following risks from its use of financial instruments:

• market risk;
• credit risk;
• liquidity risk; and
• operational risk.

This note presents information about the Company’s financial instruments and its exposure to each of the above risks,
the Company’s objectives, policies and processes for measuring and managing risk involved in their use, and the
management of capital.

Fair values

The table below presents the carrying values and fair values of the Company's financial assets and financial liabilities.

31st Dec 20 31st Dec 19


Carrying value Fair value Carrying value Fair value
Financial assets:
Financial asset at fair value
through profit or loss € 83,417,950 € 83,417,950 € 78,767,535 € 78,767,535

Financial liabilities:
Perpetual Capital Notes at fair
value through profit or loss € 83,417,950 € 83,417,950 € 78,767,535 € 78,767,535

There is no active market for the financial asset and accordingly there is no market price available to determine its fair
value.

The Company has issued Perpetual Capital Notes to highly sophisticated investors. The only material asset of the
Company is the financial asset at fair value through profit or loss and there is no credit enhancement within the
Company. The terms and conditions of the financial asset are exactly matched to that of the Perpetual Capital Notes,
except for the 3 basis point difference between the respective coupon rates. In the opinion of the Directors, the
Company is entirely transparent to the holders of the Perpetual Capital Notes and therefore in the opinion of the
Directors, upon redemption, the fair value of the financial asset would be approximately equal and opposite to the fair
value of the Perpetual Capital Notes.

________________________________________________________________________________________________

22
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

Fair values - (continued)

The estimated fair value of the Perpetual Capital Notes was based on the closing price as at 31st December 2020 on the
Stuttgart Stock Exchange, being 92.20% (2019: 87.06%).

The Perpetual Capital Notes are traded on a number of stock exchanges, including the Stuttgart, Frankfurt, Dusseldorf,
Berlin, Munich and Euronext Amsterdam stock exchanges and the traded/quoted prices for the Perpetual Capital Notes
may vary between these market. The Directors have considered the frequency and volume of trades observed and, from
the information available to the Directors, the greatest frequency and volume of trading generally appears to occur on
the Stuttgart Stock Exchange. Consequently, in the opinion of the Directors, the Stuttgart Stock Exchange is considered
to be the principal market.

The Directors’ assessment of whether a market should be considered to be active or inactive may vary from year to
year, depending on factors such as market conditions. IFRS does not provide a definitive guidance as to what
constitutes an active or inactive market. As at the reporting date, the Directors used the following parameters as
guidance: a market may ordinarily be considered to be active if either (i) trading takes place on at least 10 days per
month on average during the financial year (with such trades resulting in a cumulative aggregate nominal amount traded
of at least 2% of the outstanding nominal amount), or (ii) the cumulative aggregate nominal amount traded during the
financial year was at least 10% of the outstanding nominal amount. When considering whether or not the market for a
particular security is active, the Directors considered the volume traded across all observable markets and trading
venues, not solely the volume traded on the principal market.

The fair values of the Perpetual Capital Notes have been estimated and used as a proxy for the fair value of the
financial asset as set out above. The closing price may be different to the theoretical valuation that would be generated
for such securities through a model using the underlying characteristics of the security and may be different from the
price that could be achieved upon sale. Such differences may be significant. In addition, the value of the Perpetual
Capital Notes is limited to the net proceeds available from the Company.

In the opinion of the Directors there is no material difference between the carrying values of the Company’s other
financial assets and financial liabilities and their fair values.

Fair value hierarchy

31st Dec 2020 Level 1 Level 2 Level 3 Total


Financial assets:
Financial asset at fair value
through profit or loss € - € 83,417,950 € - € 83,417,950

Financial liabilities:
Perpetual Capital Notes at fair
value through profit or loss € - € 83,417,950 € - € 83,417,950

________________________________________________________________________________________________

23
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

Fair value hierarchy - (continued)

31st Dec 2019 Level 1 Level 2 Level 3 Total


Financial assets:
Financial asset at fair value
through profit or loss € - € 78,767,535 € - € 78,767,535

Financial liabilities:
Perpetual Capital Notes at fair
value through profit or loss € - € 78,767,535 € - € 78,767,535

In the Directors' opinion, the closing price of the Perpetual Capital Notes represents a reasonable estimate of their fair
value. There were no transfers between levels in the current year.

As the fair value of the financial asset is derived from the fair value of the Perpetual Capital Notes, the fair value of
such is classified within level 2 of the fair value hierarchy.

Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will
affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Certificate and Perpetual Capital Notes are carried at fair value, therefore the Directors do not consider the
Company is exposed to any net market risk. Movement on the Certificate is matched to the Perpetual Capital Notes.

Interest rate risk

Interest rate risk is the risk that the value of the financial instruments will fluctuate due to changes in market interest
rates.

The Perpetual Capital Notes incur interest on a floating rate basis whilst the financial asset yields a fixed margin over
this rate by 3 basis points, in order to cover ongoing operational expenses of the Company.

For this reason, a change in interest rates would therefore have no significant net impact on the Company’s financial
performance and equity. The holders of the Perpetual Capital Notes ultimately bear the interest rate risk.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates.

The Company is exposed to foreign currency risk on certain operating expenses, which are mainly denominated in
Pound Sterling ("GBP"). All other transactions are undertaken in Euro.

The Company accepts this risk and, accordingly, does not hedge against it. A reasonably possible change in the
EUR/GBP exchange rate would have an insignificant effect on the results and equity of the Company.

________________________________________________________________________________________________

24
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

Other price risk

In the opinion of the Directors, there are no other price risks that could reasonably be foreseen to affect the fair values
of the Company's financial instruments.

Sensitivity analysis

IFRS 7 requires disclosure of a sensitivity analysis for each type of market risk to which the entity is exposed at the
reporting date, showing how profit or loss and equity would have been affected by changes in the relevant risk variable
that were reasonably possible at that date.

Whilst the financial instruments held by the Company may be separately exposed, the Company itself is not exposed to
any significant net interest rate or net currency risk. Therefore, in the Directors' opinion, no sensitivity analysis is
required to be disclosed.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s financial asset.

Financial assets and liabilities at fair value through profit or loss

The Company’s main financial assets consist of the Certificate (see note 3) issued by RBI and its corresponding interest
receivable at year end (see note 4). The Company’s revenue derives mainly from this financial asset. The Company's
main financial liability consists of the Perpetual Capital Notes.

The Directors do not consider the Perpetual Capital Notes to have any material credit risk attributable to the Company,
due to the back to back nature of the Perpetual Capital Notes. The fair value movement attributable to the Company's
credit risk changes is therefore not material.

The Board monitors the credit risk continuously based on external ratings of RBI.

At the year end, the Company did not have any past due or impaired receivables and other financial assets.

The Company’s maximum exposure to credit risk is equal to the amount of assets shown in the Statement of Financial
Position.

Guarantees

There are no other guarantees or collaterals provided by counterparties.

________________________________________________________________________________________________

25
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation.

The Company’s main financial liability consists of the Perpetual Capital Notes that will be repaid concurrent to that of
the main financial asset due to their matching terms.

The Company’s Perpetual Capital Notes are classified as a financial liability because they bear non-discretionary
interest and are redeemable in cash by the holders. Non-discretionary interest is recognised as interest expense in the
Statement of Comprehensive Income as accrued.

The most significant cash outflow due within one year consists of the payment of interest expense on the Perpetual
Capital Notes. The timing of its cash outflows falls due on the same dates as the cash inflows from the financial asset.

Other liabilities, which are payable within one year, are not significant. The Board considers its available cash
resources as sufficient to meet other cash outflows which mainly consist of administrative expenses. Furthermore, the
Company had entered into an agreement with RZB (the "Support Agreement") whereby RZB agreed to make available
to the Company funds sufficient to enable it to meet its obligations should it have insufficient funds. Following the
down-stream merger described in note 7, the Support Agreement and the rights and obligations in relation to this
agreement have been transferred to RBI. RZB's long term credit rating was withdrawn in March 2017. RBI has a long
term credit rating of A- from Standard & Poor's as at the year end (2019: BBB+).

The Directors therefore do not consider that the Company is exposed to significant net liquidity risk. Liquidity risk is
ultimately borne by the holders of the Perpetual Capital Notes.

Contractual maturity analysis of Perpetual Capital Notes

The expected maturity profile of the Company’s financial liabilities is presented in the table below. The amount
disclosed below is contractual undiscounted cash flows in respect of the nominal amount of the Perpetual Capital
Notes. As the Perpetual Capital Notes are perpetual, no interest amounts have been included below however details of
the applicable rates are disclosed in note 7.
31st Dec 20 31st Dec 19
Perpetual Capital Notes
No maturity € 90,475,000 € 90,475,000

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with a Company’s
processes and from external factors other than market, credit and liquidity risks such as those arising from legal and
regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the
Company’s operations.

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RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


12. FINANCIAL INSTRUMENTS - (CONTINUED)

Operational risk - (continued)

The Company’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage
to the Company’s reputation with overall cost effectiveness. The Board manages the operational risk of the Company
by closely monitoring the Company's activities through regular Board meetings and ensuring compliance with the
Offering Circular.

13. OPERATING SEGMENTS

Geographical information

The Company is domiciled in Jersey, Channel Islands. All of the Company’s revenues are generated from RBI, an
entity based in Austria.

Non-current assets

Except for the financial asset at fair value through profit or loss, the Company does not have any other non-current
assets.

Major investment counterparty

All of the Company’s revenues are derived from one entity, RBI.

14. CAPITAL MANAGEMENT

The Company's transactions are designed to enable the Company to pay its liabilities as they fall due. The Board’s
policy is to have a sound capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Company's capital consists of equity as set out in the Statement of Financial Position.
The Perpetual Capital Notes incur interest on a floating rate basis whilst the financial asset yields a fixed margin over
this rate by 3 basis points, in order to cover ongoing operational expenses of the Company. As the level of net interest
income was established on incorporation of the Company, there is little need for the monitoring of the return on capital.
All ordinary shares are held by RBI and the Company does not have any share option schemes or hold its own shares.
RBI was a wholly-owned subsidiary of RZB which was ultimately owned by the ultimate controlling party as disclosed
in note 10, until a Down-stream Merger of RBI and RZB took place on 18th March 2017 in which RBI is the surviving
entity and the universal successor of RZB with respect to all of its rights and liabilities.

The Company is not subject to externally imposed capital requirements.

15. CAPITAL CONTRIBUTION

On 5th December 2017, a capital contribution in the amount of € 125,000 was received by the Company from RBI. The
funds were remitted to the Company as a capital injection to assist the Company with operational costs, as deemed
appropriate by the Directors.

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27
RZB FINANCE (JERSEY) III LIMITED

NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

FOR THE YEAR ENDED 31ST DECEMBER 2020


16. EVENTS DURING THE YEAR

The current worldwide coronavirus outbreak commenced in China, being notified to the World Health Organisation
(“WHO”) by China on 31st December 2019, the situation has continued to evolve throughout the year, being declared
by the WHO as a Public Health Emergency of International Concern on 30th January 2020 and as a worldwide
pandemic on 11th March 2020.

In the opinion of the Directors, COVID-19 has not had, and is not anticipated to have, a material adverse effect on the
overall financial position and/or net results of the Company due to the fact that the Company has attempted to match
the properties of its financial liabilities to those of its financial assets to mitigate significant elements of risk generated
by mismatches of investment performance caused by market risks and/or any other risks such as credit risks against its
obligations. Accordingly, the risks associated with the Company's financial assets and financial liabilities are ultimately
borne by the holders of the Perpetual Capital Notes.

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. Consequently, these financial statements have been prepared on a
going concern basis.

17. SUBSEQUENT EVENTS

In the Directors' opinion, there are no significant events that have occurred between the reporting date and the date of
approval of these financial statements that would be likely to have a material impact upon the Company, its reported
financial position or its results.

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