Appendix to agenda items 5, 6 and 7
Explanatory notes relating to agenda items 5, 6 and 7 (increase in the nominal value of the
shares in connection with the introduction of the euro, share split and amendment of the Articles
The amendment of the Articles of Association proposed by the Executive Board and approved
by the Supervisory Board provides for a conversion of the nominal value of the shares from Dutch
guilders to euro and an accompanying increase in the authorised and issued share capital (stage 1).
A share split and abolition of the age limit stipulated in the Articles of Association for members
of the Supervisory Board are also being proposed, as well as an amendment relating to the possi
ble use of the record date system (stage 2).
Conversion of guilders to euro and increase in authorised and issued share capital
It is proposed that the nominal value of each share be converted from NLG 5.00 to EUR 2.50,
and that the company's authorised share capital be increased to EUR 2,500,000,000
(Article 4 (1) of the stage 1 proposal).
The issued share capital will amount to EUR 783,959,350.
Share split It is proposed that the nominal amount of each share, which following the phase 1 amendment
of the Articles of Association will be EUR 2.50, be reduced to EUR 2.00 (Article 4 (1) in the phase 2
proposal). This proposal means that each share with a value of EUR 2.50 already issued will be split
into five shares with a nominal value of EUR 0.50. Every four of these shares with a nominal value of
EUR 0.50 will be simultaneously merged to form one new share with a nominal value of EUR 2.00,
with the aim of increasing the marketability of the shares.
Abolition of the age limit for members of the Supervisory Board stipulated in the Articles of Association
The abolishment of Article 10 (7), which stipulates an age limit of 70 years, is proposed. This means
the statutory age limit will become applicable.
Amendment in relation to the possible use of a record date system
It is proposed to create a basis in the Articles of Association for a (revocable) authorisation for the
Executive Board to use the record date system as referred to in Section 119 of Book 2 of the Nether
lands Civil Code (Article 13 (4) of the stage 2 proposal). In case the General Meeting of Shareholders
grants the concerning authorisation, the Executive Board will be able to stipulate that persons
entitled to attend and vote at meetings shall be anyone who holds this right at a time fixed by
the Executive Board and who are recorded as such in a register kept for this purpose specified by
the Executive Board, irrespective of who holds title to the shares at the time the General Meeting
of Shareholders is held. Current legislation provides that the date of registration may not be set
any earlier than the seventh day prior to the General Meeting of Shareholders.
HEINEKEN N.V. AGENDA 2000