56
Corporate Governance
Information pursuant to
Decree Article 10 Takeover Directive
(Besluit artikel 10 Overnamerichtlijn).
Report of the Executive Board
The issued share capital of Heineken N.V. amounts
to €783,959,350.40, consisting of 489,974,594
shares of €1.60 each. Each share carries one vote.
The shares are listed on Euronext Amsterdam.
The shares are freely transferable.
Pursuant to the Financial Markets Supervision Act
(Wet op het financieel toezicht) and the Decree on
Disclosure of Major Holdings and Capital Interests
in Securities-Issuing Institutions (Besluit melding
zeggenschap en kapitaalbelang in uitgevende
instellingen), the Authority Financial Markets has
been notified about the following substantial
shareholdings regarding Heineken N.V.:
Mrs. C.L. de Carvalho-Heineken (indirectly
50.047 per cent; the direct 50.047 per cent
shareholder is Heineken Holding N.V.);
ING Group N.V. (indirectly 5.40 per cent; the
direct 5.40 per cent shareholder is a subsidiary
of ING Group N.V.).
All shares carry equal rights.
There are share-based long-term incentive plans
for both the Executive Board members and senior
management. Eligibility for participation is based
on objective criteria. Each year, performance
shares are awarded to the participants.
Depending on the fulfilment of certain
predetermined performance conditions during a
three-year performance period, the performance
shares will vest and the participants will receive
real Heineken N.V. shares. In principle, the shares
required for the share-based long-term incentive
plans will be repurchased by Heineken N.V. The
transfer of shares to the participants requires the
approval of the Supervisory Board of Heineken N.V.
Shares repurchased by Heineken N.V. for the
share-based long-term incentive plans do not
carry any voting rights and dividend rights. As
regards other Heineken N.V. shares, there are no
restrictions on voting rights. Shareholders who
hold shares on a predetermined record date are
entitled to attend and vote at General Meetings
of Shareholders. The record date for the General
Meeting of Shareholders of 19 April 2007 is 7 days
before the General Meeting of Shareholders, i.e.
on 12 April 2007.
As far as known to Heineken N.V., there is no
agreement involving a shareholder of Heineken
N.V. that could lead to a restriction of the
transferability of shares or of voting rights
on shares.
Members of the Supervisory Board and the
Executive Board are appointed by the General
Meeting of Shareholders on the basis of a non-
binding nomination by the Supervisory Board.
The General Meeting of Shareholders can dismiss
members of the Supervisory Board and the
Executive Board by a majority of the votes
cast, if the subject majority at least represents
one-third of the issued capital.
The Articles of Association can be amended by
resolution of the General Meeting of Shareholders
in which at least half of the issued capital is
represented and exclusively either at the proposal
of the Supervisory Board or at the proposal of the
Executive Board which has been approved by the
Supervisory Board, or at the proposal of one or
more Shareholders representing at least half of
the issued capital.
On 20 April 2005, the General Meeting of
Shareholders authorised the Executive Board
(which authorisation was renewed on 20 April 2006
for the statutory maximum period of 18 months),
to repurchase shares subject to the following
conditions and with due observance of the law
and the Articles of Association (which require
the approval of the Supervisory Board):
a. the maximum number of shares which may be
repurchased is the statutory maximum of 10 per
cent of the issued share capital of Heineken N.V.;
b. repurchase transactions must be executed at a
price between the nominal value of the shares
Heineken N.V.
Annual Repoi-^2006