4- The size and composition of share capital as regards types of classes of shares/certificates of shares, intended issues, purchase of own shares, option plans, aspects of tradeability, and the pre emption right. The Company has exclusively ordinary shares. Shares are issued on a decision of the General Meeting of Shareholders. On issue of shares every shareholder has priority rights pro rata with the joint total of their shares. This priority right may be limited or suspended by decision of the General Meeting of Shareholders. Purchase of own shares, other than for no consideration, may only occur by the Executive Board on authorization of the General Meeting of Shareholders. Such authorization is valid for a maximum of 18 months. The General Meeting of Shareholders determines the number of shares that may be purchased under the authorization, how they may be obtained and the relevant price range. The disposal of purchased shares requires the prior approval of the General Meeting of Shareholders. There are no option plans, neither are there any limitations on the tradeability of the shares. 5. Alteration of the Articles of Association. Decisions to alter the Articles of Association may be taken by the General Meeting of Shareholders in a meeting with at least half of issued share capital represented, and then exclusively at the proposal of the Supervisory Board or a proposal by the Executive Board which has been approved by the Supervisory Board, or on a proposal of one or more shareholders representing at least half of issued share capital. 6. Adoption of the annual accounts The Annual Accounts drafted by the Executive Board are adopted by the General Meeting of Shareholders.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 1997 | | pagina 13