Other information
Auditors’ report
Introduction
We have audited the financial statements of Vedior N.V., Amsterdam, for the year 2004. These financial statements are the responsibility 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 supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 2004 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 of Book 2 of the Netherlands Civil Code.
Amsterdam, 2 February 2005
Deloitte Accountants B.V.
Provisions of the Articles of Association concerning appropriation of net profit
Article 31 of the Articles of Association as currently worded, states the following with regard to the most important provisions applying to the appropriation of net profit.
Each year the Board of Management shall determine, with the approval of the Supervisory Board, what portion of the net profit is to be reserved. After allocation to reserves, €0.12 shall be paid on each of the issued preference class A shares and €6.00 on each of the issued preference class B shares.
If the net profit available for payment is not sufficient for these dividend payments, payments on the preference class A and B shares shall be made in proportion to the said amounts. The part of the net profit remaining after allocation to reserves and after dividend payment on the preference shares shall be paid as dividend on ordinary shares. The General Meeting of Shareholders may resolve on motion of the Board of Management which has been approved by the Supervisory Board to make payments to the shareholders out of the distributable part of the shareholders’ equity. The Board of Management may decide that a payment on ordinary shares is not paid wholly or partly in cash but in shares of the Company or certificates thereof, or in shares or certificates thereof in a subsidiary of the Company.
Appropriation of net loss
The net loss of €151 million (2003: €193 million) has been deducted from reserves.
Payments out of the distributable part of the Shareholders’ equity
For 2003, a payment of €0.16 per share was made on each (certificate of) ordinary share. Holders of (certificates of) ordinary shares on 11 May 2004 could elect to receive this payment in cash or in (certificates of) ordinary shares. For those that elected to receive (certificates of) ordinary shares, they were entitled to a payment of one (certificate of) ordinary share for every 70 ordinary shares that they held, which corresponded to the average price per BDR of €11.72 on Euronext Amsterdam on 25 May 2004.
In October 2004, an interim payment of €0.05 was paid on each preference class A share, and €2.40 on each preference class B share.
It will be proposed to the general meeting to resolve a payment out of the distributable part of the shareholders’ equity up to the following amounts:
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2004 |
2003 |
| |
|
|
| Distribution of reserves: |
|
|
 |
|
|
| on the preference class A and B shares |
4 |
4 |
|
|
|
| on the ordinary shares in issue € 0.20 ( € 0.16) per share |
33 |
26 |
|
|
|
| |
37 |
30 |
|
|
|
|
|
|
A payment of €0.20 per share is proposed to be made on each (certificate of) ordinary share. Holders of (certificates of) ordinary shares may choose to receive this payment in cash or in (certificates of) ordinary shares. On 17 May 2005, after closure of the Stock Exchange, the payment in shares will be fixed on the basis of the average share price of that day. The value of the stock payment will be approximately 5% higher than the cash payment. The stock payment will be made from the reserves. |