Other Information
Auditors' Report
Introduction
We have audited the 2003 financial statements of
Heineken N.V., Amsterdam, as included on pages 52-84
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 generally accepted in the Netherlands. These
standards require that we plan and perform the audit
to obtain reasonable assurance that the financial state
ments are free of material misstatement. An audit
includes examining, on a test basis, evidence support
ing the amounts and disclosures in the financial state
ments. An audit also includes assessing the accounting
policies used and significant estimates made by man
agement, as well as evaluating the overall presentation
of the financial statements. 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 2003 and of the result for the year
then ended in accordance with accounting policies
generally accepted in the Netherlands and comply with
the financial reporting requirements included in Part 9,
Book 2, of the Netherlands Civil Code.
Amsterdam, 24 February 2004
KPMG Accountants N.V.
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 remain
ing 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 €641 million
to the retained profits.
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.'
Heineken N.V. is not a 'structuurvennootschap' within
the meaning of Sections 152-164 of the Netherlands
Civil Code.
Heineken Holding N.V., a company listed on Euro-
next Amsterdam, holds 50.005% of the shares of
Heineken N.V.
Authorised Capital
The company's authorised capital amounts to
€2.5 billion.
Events after Balance Sheet Date
Since the balance sheet date, Heineken has acquired
the remaining 28.65% of the outstanding shares of
Brau-Beteiligungsgesellschaft (BBAG), 70.53% of the
outstanding BBAG participation certificates and 30.36%
of the outstanding shares of Brau Union Aktiengesell-
schaft (BUAG) for a total of €720 million.
On g January 2004, Heineken announced that its
operations in China were being combined with those
of its participating interest Asia Pacific Breweries
and would continue as Heineken Asia Pacific Breweries
China Pte. Ltd. (HAPBC) as from 1 April 2004.
On 28 January 2004, Heineken signed an agreement
to acquire an interest of approximately 21% in Guang
dong Brewery Holdings Ltd. (Guangdong Brewery) via
its participating interest in Heineken Asia Pacific
Breweries China Pte. Ltd. This transaction amounts to
€28.5 million.
On 28 January 2004, Heineken announced that it had
signed heads of agreement on the sale of its wholly
owned subsidiary Glas Moerdijk, debt-free, to Rexam
Beverage Packaging Euro Holding B.V., for €43 million.
HEINEKEN N.V. ANNUAL REPORT 2003
86
