Other information

Appropriation of result in accordance with the company statutes

Article 24 of the company statutes states the following regarding the appropriation of profit.

Article 24.

  1. In addition to several other reserves, the company can keep a general reserve, a share premium reserve A, a share premium reserve B, a dividend reserve A, and a dividend reserve B in its books. The respective rights to these reserves go to owners of shares A and shares B, pro rata to the number and type of shares they own.
  2. Payments to shares A and shares B that exceed the nominal value of those shares are added to the share premium reserve concerned.
  3. Without prejudice to what is determined elsewhere in this article, the distributable profit is freely at the disposal of the General Meeting for the payment of dividend, reservations or other such purposes within the company’s goal as determined by the General Meeting.
  4. The General Meeting can determine, with the prior approval of the owners of shares of the type concerned, to not pay profit on those shares but to reserve that part of the profit and add it to the dividend reserve A or B respectively. Payment against dividend reserve A or B respectively can only be made to the owners of the type of shares concerned if the General Meeting determines as such after prior approval by a meeting of those owners.
  5. Without prejudice to what is determined elsewhere in this article, if the General Meeting decides to reserve profit or pay dividend on all shares regardless of the type, equal amounts of the profit will be reserved or paid as dividend.
  6. The company can only make payments to shareholders and other parties that have a right to the payable profits insofar as the shareholder capital is larger than the paid and requested part of the capital increased by the reserves that must be applied in accordance with the law or statutes.
    The shares kept in the capital of the company are not included in the calculation of the appropriation of profit.
  7. Appropriation of profit will occur after the determination and approval of the annual accounts which show that payment is permissible.
  8. The General Meeting is authorised to determine payments on one or multiple interim dividends, with due regard to point seven.
  9. Unless the General Meeting determines another date, dividends are payable immediately after determination.
  10. The right to claim for payment of dividend lapses after a period of five years.

Audit statement by the independent accountant

To: the shareholders and Supervisory Board of RAI Holding B.V.

A. Statement regarding the financial statements 2016 included in the Annual Report

Our assessment
We have audited the 2016 financial statements of RAI Holding B.V. in Amsterdam which consist of the consolidated and company financial statements.

We are of the opinion that the financial statements provide a faithful representation of the size and composition of the capital of RAI Holding B.V. as on 31 December 2016 and the results over 2016 in accordance with Title 9 Book 2 of the Netherlands Civil Code (BW).

The financial statements consist of:

  1. the consolidated and company balance sheet as on 31 December 2016;
  2. the consolidated and company profit and loss accounts for 2016; and
  3. the notes including an overview of the applied principles for financial accounting and other notes

The foundation of our assessment
Our audit took place in accordance with Dutch law, including the Dutch auditing standards. Our responsibilities under these standards are described in the section ‘our responsibilities for the audit of the financial statements’.

We are independent of RAI Holding B.V. as required by the Regulation regarding the Independence of Accountants in the case of Assurance Engagements (ViO) and other relevant independent requirements in the Netherlands. In addition, we acted in compliance with the Regulation Code of Conduct and Professional Practice Accountants (VGBA).

We are of the opinion that the audit information we received is sufficient and appropriate to serve as a foundation for our assessment.

B. Statement on the other information included in the Annual Report

In addition to the financial statements and our audit statement, the annual report includes other information, namely:

  • In Brief section;
  • Statement from Supervisory Board;
  • Statement from Executive Board;
  • Governance and risk management section;
  • Other information.

Based on the activities below we believe that the other information:

  • is consistent with the financial statements and does not contain material differences;
  • contains all information required based on Title 9 Book 2 BW.

We have read the other information and based on our knowledge and understanding, acquired from the audit of the financial statements or otherwise, considered whether the other information contains material differences.

In our activities, we complied with the requirements as in Title 9 Book 2 BW and the Dutch Standard 720. These activities do not have the same depth as our audit activities for the financial statements.

The Board is responsible for drawing up the other information, including the statement from the Board and other details in accordance with Title 9 Book 2 BW.

C. Description of responsibilities related to the audit of the financial statements

Responsibilities of the Board and Supervisory Board with regard to the financial statements
The Board is responsible for the preparation and fair presentation of the financial statements in accordance with Title 9 Book 2 BW. In this framework, the Board is responsible for such internal control as it deems necessary to enable the preparation of the financial statements free from material misstatement, whether due to errors or fraud.

As part of the preparation of the financial statements, the Board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the Board should prepare the financial statements using the going concern basis of accounting unless it either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements.

The Supervisory Board is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements
It is our responsibility to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our assessment.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud.

Misstatements can arise from errors or fraud and are considered material if, individually or combined, they could reasonably be expected to influence the economic decisions made on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our assessment.

We have exercised professional judgment and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Among other things, our audit included:

  • identifying and assessing the risks of material misstatement of the financial statements, whether due to errors or fraud, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our assessment. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from errors, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtaining an understanding of internal control relevant to the audit in order to design audit procedures which are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control;
  • evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related notes made by the Board;
  • concluding on the appropriateness of the Board’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related notes in the financial statements or, if such notes are inadequate, to modify our assessment. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company ceasing to continue as a going concern;
  • evaluating the overall presentation, structure and content of the financial statements, including the notes; and;
  • evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

In view of our responsibilities for the assessment, we are responsible for the control, supervision and realisation of the group audit. In this framework, we determined the nature and scope of the activities to be performed for the group companies, in which the scope and/or risk profile of the group companies or activities are decisive. Based hereon, we selected the group companies for which an audit or assessment of the full financial information or specific items were required.

We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Amstelveen, 5 April 2017

BDO Audit & Assurance B.V.

Herein represented by,

O. van Agthoven RA