Appendix
Written report to the Annual General Meeting of
Shareholders on April 23,1998, on the influence of
investors in Heineken N.V., by the Executive Board
The report of the Corporate Governance Committee recom
mends inventorizing the influence - in its various forms
and degrees - of capital providers - reporting on this to the
General Meeting of Shareholders in 1998.
In general it can be stated in this regard that Heineken N.V.
does not have any 'protective measures'. Voting rights on
shares can be exercised without limitation. Heineken N.V.
has a majority shareholder, Heineken Holding N.V., which
holds more than 50% of the shares of Heineken N.V. Hence
Heineken N.V. is a subsidiary of Heineken Holding N.V. as
under article 24a Book 2 of the Dutch Civil Code. Both
companies are bound together in a group as under article
24b Book 2 of the Dutch Civil Code.
The following report is based on the verification points
noted in paragraph 5.5 of the report of the Corporate
Governance Committee.
to
agenda
1. The company's strategic policy as regards growth prospects,
sectors in which it operates, the risk profile, and targeted profit
level.
These items are discussed in the meetings of the Executive
Board and the Supervisory Board. It is reported on in the
Annual Report and receives attention in the introduction
by the chairman of the Executive Board in the General
Meeting of Shareholders. During the meeting sharehol
ders are given the opportunity to express their vision on the
policy.
2. Major changes to the nature and size of the company.
To date the company has had no experience. In the event of
major change in the future, consideration to the matter will
be given at that time, whereby the committee's recommen
dations will play a role.
3. Dividend policy (the level and form of the dividend).
It is laid down in the Articles of Association that where
possible 6% shall first be paid out from profit as a dividend
on issued corporate capital, and that profit remaining shall
be at the disposal of the General Meeting of Shareholders.
This meeting takes a decision on this annually.
HEINEKEN N. V.
AGENDA
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