Report and Recommendations of the
Board of Directors
To Stockholders
On the basis of the supervision exercised by us and supported by the opinion of the
auditors, Van Dien Co., who have issued an unqualified report, we have adopted
the financial statements for 1985. These financial statements include the consolidated
statements and the company balance sheet and income statement of Friesch-
Groningsche Hypotheekbank N.V. as presented on page 26 et seqq. of this annual
report. We recommend that you approve the financial statements as presented in
this annual report.
At the 1985 annual general meeting, Mr. J. de Wilde retired from office as president
of the board of directors, having provided our board with excellent leadership for a
number of years. His enormous knowledge of affairs and his experience of the field
in which the company operates formed the basis of his important contribution to the
board.
Having accepted an appointment to the board of directors of Postbank N.V.
Mr. J Kymmell resigned from our board at the end of 1985. During the short period
for which Mr. Kymmell was a member of our board, he showed himself to be a
knowledgeable colleague of sound judgment.
We are deeply indebted to both gentlemen.
To fill the vacancy created by the departure of Mr. Kymmell, we intend to appoint
Mr. C.J.M. Scholtes.
Because of pressure of work, Mr. J.C. Smit recently relinquished the presidency of
our board to Mr. A.G. van den Bos.
Elsewhere in this annual report, the proposed agreement with AEGON N.V. and
Postbank N.V., first announced on December 11, 1985, is considered in greater
detail. Implementation of the said agreement will also have consequences as regards
the composition of the board of directors. You will be consulted on this matter in due
course.
In connection with the apparent possibility of association with AEGON N.V. and
Postbank N.V., the board of directors met more frequently than normal in the year
under review. We are of the opinion that the proposals which will be submitted to
you for approval offer the best possible guarantee of a good future. We have
accordingly approved these proposals and therefore recommend that you also agree
them and adopt the resolution proposing alteration of the articles of incorporation.
Finally we should like to express our appreciation of the way in which the executive
board and the staff have performed their duties over the past year.
Utrecht, March 26, 1986
Board of Directors
A.G. van den Bos, president
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