Proposals and recommendations to the annual general meeting
FMO's Supervisory Board endorses the Report of the Management Board. We propose that the Annual General Meeting of Shareholders (AGM) adopt the 2012 annual accounts audited by KPMG Accountants N.V.
At the AGM of 9 May 2012 the State requested the Supervisory Board to look at FMO’s dividend policy. Based on the outcome and a discussion with the State, the Supervisory Board proposes to amend the dividend policy. It is proposed to change the pay-out ratio to 100% of the distributable component of profits and to apply the policy already to the dividend over 2012. However, it can be proposed that no dividend is distributed, since every year will need to be determined e.g. whether the distribution fits within FMO’s capital management policy and whether the Dutch Central Bank grants its approval.
In accordance with Article 6(2) of the Agreement State-FMO of November 16, 1998 and the proposed dividend policy, we propose that the AGM approves the allocation of €139.2 million (2011: €88.8 million) to the contractual reserve. The remaining amount of €6.7 million (2011: €4.3 million) is the distributable component of profits. We recommend that the AGM adopts our proposal to pay a cash dividend of €16.81 (2011: €5.36) per share.
Furthermore, the Supervisory Board proposes that the AGM reappoint KPMG Accountants N.V. as external auditors. We trust that the AGM will also discharge the Management Board for its Management of FMO and the Supervisory Board for its supervision during the reporting year. As the term of Bert Bruggink has come to an end, the Supervisory Board requests that he be reappointed for a second term.