Other information
Auditors' Report
Introduction
We have audited the 2001 financial statements of
Heineken N.V., Amsterdam, as included on pages 45 to 70
of this report. The financial statements are the responsi
bility 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 relating 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, 25 February 2003
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 pro
vides 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 2002 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 €157 million of the net
profit for payment of dividend and to add €638 million to
the general reserve.
Special Rights pursuant to 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.'
Fleineken N.V. is not a 'structuurvennootschap' within
the meaning of Sections 152-164 of the Netherlands Civil
Code. Fleineken Holding N.V., a company listed on
Euronext Amsterdam, holds 50.005% of the shares of
Fleineken N.V.
Authorised Capital
The company's authorised capital amounts to €2.5 billion.
Events after Balance Sheet Date
On 14 January 2003, Fleineken signed an agreement for
the acquisition of a 50% interest in a joint venture which
has a controlling interest of 62% in the Chilean brewery
CCU. Fleineken simultaneously reached agreement with
Quilmes on the sale of the 15% interest in the Argentinian
brewing group Quilmes International (Bermuda) Ltd.,
realising at net non-recuring gain of €73 million. The trans
actions in Chile and Argentina will involve a net investment
of €272 million.
On the same date, Fleineken reached heads of agreement
on the acquisition of a 68% interest in the Croatian brewer
Karlovacka Pivovara.
HEINEKEN N.V. ANNUAL REPORT2002
71
