Other information
Auditors' Report
Introduction
We have audited the 2001 financial statements of
Heineken N.V., Amsterdam, as included on pages 49 to 74
of this report. The financial statements are the respon
sibility of the company's management. Our responsibility
is to express an opinion on these financial statements
based on our audit.
Scope
We conducted our audit in accordance with auditing
standards generally accepted in the Netherlands. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
Amsterdam, 26 February 2002
KPMG Accountants N.V.
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the account
ing principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements give a true and fair
view of the financial position of the company as at 31
December 2001 and of the result for the year then ended
in accordance with accounting principles generally
accepted in the Netherlands and comply with the financial
reporting requirements included in Part 9, Book 2, of the
Netherlands Civil Code.
Appropriation of profit
Article 12, paragraph 4, of the Articles of Association
stipulates:
'From the net profit there shall first be distributed,
if possible, six per cent dividend on the issued part of the
authorised share capital. The amount then remaining shall
be at the disposal of the General Meeting of Shareholders.'
It is proposed to appropriate EUR 157 million of the net
profit for payment of dividend and to add EUR 610 million
to the general reserve.
Special rights pursuant the Articles
of Association
Article 7, paragraph 2, of the Articles of Association reads:
'The appointment of the members of the Executive Board
and of the Supervisory Board shall be made by the General
Meeting of Shareholders from a binding nomination of at
least two persons to be drawn up for each appointment by
the Supervisory Board.'
'Members of the Executive Board and Supervisory Board
shall be appointed by the General Meeting of Shareholders
from a binding list of at least two candidates for each
appointment drawn up by the Supervisory Board.'
Heineken N.V. is not a 'structuurvennootschap' within
the meaning of Sections 152-164 of the Netherlands Civil
Code.
Other information
Heineken Holding N.V., a company listed on Euronext
Amsterdam, holds 50.005% of the shares of Heineken N.V.
Events after balance sheet date
On 1 February 2002, Heineken signed an agreement for the
acquisition of the Russian brewery Bravo International in
St Petersburg. The transaction involves a maximum
amount of USD 400 million.
In March 2002, Heineken received formal objections
from the European Commission concerning alleged brea
ches of European competition rules. Heineken rejects the
Commission's allegations and will be mounting a defence.
With regard to the other investigations begun in 2000 in
France, the Netherlands and Italy, the Commission has
indicated that they have not yet reached a stage where
conclusions can be drawn.
OTHER INFORMATION
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