Other information

Result appropriation in accordance with the 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 that 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 that 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.

Independent auditor’s report

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

A. Report on the audit of the financial statements 2017

Our opinion 
We have audited the financial statements 2017 of RAI Holding B.V., based in Amsterdam. The financial statements include the consolidated financial statements and the company financial statements.

In our opinion, the enclosed financial statements give a true and fair view of the financial position of RAI Holding B.V. as at 31 December 2017 and of its result for 2017 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise: 

  1. the consolidated and company balance sheet as at 31 December 2017;
  2. the consolidated and company profit and loss account for 2017; and 
  3. the notes comprising a summary of the applicable accounting policies and other explanatory information.

Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report.

We are independent of RAI Holding B.V. in accordance with the Wet toezicht accountantsorganisaties (Wta), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA).

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

B. Report on other information included in the annual report

Next to the financial statements and our opinion thereon, the annual report consists of other information, including:

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

Based on the procedures as mentioned below, we are of the opinion that the other information:

  • is consistent with the financial statements and contains no material deficiencies;
  • includes all information as required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information and based on our knowledge and understanding obtained from the audit of the financial statements or otherwise, we have considered if the other information contains material deficiencies.

With these procedures, we have complied with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Auditing Standard 720. These procedures do not have the same scope as our audit procedures on the financial statements.

Management is responsible for the preparation of the management board report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code.

C. Description of responsibilities for the financial statements 

Responsibilities of management and the Supervisory Board for the financial statements 
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to errors or fraud. 

As part of the preparation of the financial statements, management is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management 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 
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. 

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

Misstatements can arise from errors or fraud and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken 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 opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:

  • 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 opinion. 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 that 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 disclosures made by management; 
  • Concluding on the appropriateness of management’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 disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. 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 disclosures; and
  • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items. 

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, 30 March 2018

For and on behalf of BDO Audit & Assurance B.V.,

P.M. Belfroid RA