Appendix
Explanatory Notes to the proposal dated March 12,1998
to amend the Articles of Association of Heineken N.V.
The amendment proposed by the Executive Board and
approved by the Supervisory Board provides for an
increase of the authorised capital, a stock split and modi
fications regarding the form of the shares. Also proposed
is an alternation in respect to the annual discharge of the
Executive Board and the Supervisory Board.
(The literal text of the proposed amendment of the
Articles of Association is available for inspection at the
headoffice of the Company in Amsterdam).
Increase of the authorised capital
It is proposed to increase the authorised capital to
NLG 5,000,000,000.- (Article 4, paragraph 1, of the
proposal). Thus, sufficient authorised, non-issued shares
remain available for further share issues, also after the
recapitalisation.
Stock-split
It is proposed to decrease the nominal amount of each
share, currently of NLG 25.- to NLG 5.- (Article 4,
paragraph 1, of the proposal). Consequently, each share
in issue shall be split into five shares with a nominal
amount of NLG 5.- each (Article 18 of the proposal).
The proposal aims at improving tradeability of the shares.
Modifications regarding the form of the shares
It is proposed that the shares in bearer form tradeable
over the stock exchange be represented by one global
share certificate, to be kept in custody by 'Necigef the
central institution under the Dutch Giro Securities
Transactions Act (Article 5 of the proposal). The
transition from the form of bearer shares currently
available (CF certificates and K-certificates) shall be made
pursuant to a transitory provision (Article 17 of the
proposal), providing for the handing-in of the
CF-certificates and the K-certificates, against a note to be
made on the new, global share certificate. By introducing
the new global share certificate, it is avoided that new
CF-certificates and K-certificates must be printed in
connection with the stock-split and the recapitalisation,
which is cost efficient.
As it is currently the case, the proposal provides that
shares may be bearer shares or registered shares (Article
5 and 6 of the proposal). The proposal provides that share
to
agenda
item 6
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