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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2006 | | pagina 8