Also visit www.heinekeninternational.com
Explanatory Notes
continued
and to restrict or exclude shareholders' pre-emptive
rights, with due observance of the law and Articles
of Association. The authorisation will be limited to
10 per cent of the company's issued share capital,
as per the date of issue.
The authorisation may be used in connection with
the long-term incentive plan for the members of the
Executive Board and the long-term incentive plan for
the group senior management, but may also serve
other purposes, such as acquisitions.
Item 6: Re-appointment of Mr. M.R. de Carvalho
as a member of the Supervisory Board.
The Supervisory Board has made a non-binding
nomination of Mr. M.R. de Carvalho for his
re-appointment as member of the company's
Supervisory Board for a period of four years.
Mr. de Carvalho fits the profile drawn up by
the Supervisory Board, as set on our website
(www.heinekeninternational.com).
Michel de Carvalho was born in 1944 and has
the British nationality. He became member of
the Supervisory Board in 1996.
Pursuant to best practice provisions III.2.2 (e) of the
Dutch Corporate Governance Code, Mr. de Carvalho,
married to Mrs. C.L. de Carvalho-Heineken, indirectly
major shareholder, strictly speaking, does not qualify
as 'independent'. Heineken however does not
consider this an impediment to Mr. de Carvalho
being independent. Reference is made to our
Comply or Explain report that was approved by
the Annual General Meeting of Shareholders in
April 2005.
With regard to best practice provision III.3.5
(maximum of three 4 year terms) Heineken N.V., as
stated in the Comply or Explain report, given the
structure of the Heineken group, does not apply the
maximum appointment period to members who are
related by blood or marriage to the Heineken family
or who are members of the Board of Directors of
Heineken Holding N.V.
The Supervisory Board recommends the re
appointment of Mr. de Carvalho, in view of his
broad international and financial experience.
Mr. de Carvalho is a banker and Vice-President
Investment Banking of Citigroup Inc. in London,
United Kingdom. Mr. de Carvalho currently does not
have any other supervisory board directorships.
Mr. de Carvalho owns 8 shares in the capital of
Heineken N.V.