Recommendations
of the Supervisory
Council
To the Shareholders
The Executive Board has submitted the annual accounts
drawn up for the financial year 1993 to the Supervisory
Council. These annual accounts, which are to be found on
pages 39 to 62 of this report, have been examined by the
auditors, KPMG Klynveld Accountants. The Auditors'
report is included on page 63.
The Supervisory Council recommends you to adopt the
annual accounts and, in accordance with the proposal by the
Executive Board, to fix the dividend at NLG 140,486,000
and to add the balance of the profit, amounting to
NLG 378,260,000, to the general reserve. Per share
of NLG 25.- par value, this proposal means a dividend of
NLG 3.50, of which NLG 1.50 was already made payable as
interim dividend on September 15,1993.
With effect from April 22,1993, Mr. K. Vuursteen was
appointed Chairman of the Executive Board, of which he has
been a member since May 1,1991. As Chairman he
succeeded Mr. G. van Schaik, who retired on the aforesaid
date. Mr. Van Schaik joined the Company in 1959 and was a
member of the Executive Board since 1974. We are very
grateful to him for his important contributions to the
enterprise.
At the General Meeting of Shareholders on April 22,1993,
Mr. A. Ruys was appointed to the Executive Board with
effect from September 1,1993. At the same meeting
Mr. H. de Ruiter was appointed to the Supervisory Council.
Mr. L. Schouten, a member of the Executive Board, left the
Company on December 31,1993, to take up a new position
elsewhere. We thank him for his work for the enterprise.
At the General Meeting of Shareholders to be held on April
28,1994, Dr. A.H. Heineken is due to retire from the
Supervisory Council owing to the reaching of the age limit
laid down in the Articles of Association. The Supervisory
Council is proposing to the General Meeting of Shareholders
that in accordance with Article 10, paragraph 7, second
sentence, of the Articles of Association a dispensation be
granted to the effect that Mr. Heineken will carry on as
Chairman and Delegate Member until the General Meeting
of Shareholders in 1995, the year in which he has to retire by
law. If the dispensation is granted Mr. Heineken is
immediately eligible for reappointment.
Mr. A.G. Maris and Jonkheer J. Loudon will also be retiring
by rotation from the Supervisory Council. Mr. Loudon is
immediately eligible for reappointment. Owing to the fact
that in 1995 he will be reaching the age limit laid down in the
Articles of Association, Mr. Maris has not made himself
available for reappointment. He has been a member of the
Supervisory Council since 1978. We are particularly grateful
to him for the commitment he showed during the period that
he served on the Supervisory Council. It is recommended
that Mr. M. Das be appointed to the Supervisory Council of
the Company. Binding nominations for the appointment of
three members of the Supervisory Council will be submitted
to the General Meeting of Shareholders.
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