Explanatory Notes to the agenda for the Annual General Meeting of Shareholders of Heineken N.V., to be held on Thursday, 17 April 2008 Item lb: Decision on the appropriation of the balance of the income statement. In 2007 a new dividend policy came into force. The new policy reinforces the relation between dividend payment and the annual development of net profit beia and keeps supporting the intention of Heineken N.V. to preserve its independence, to maintain a healthy financial structure and to retain sufficient earnings in order to grow the business both organically and through acquisitions. The annual dividend payout is 30-35 per cent of net profit before exceptional items and amortisation of brands (net profit beia). The interim dividend is fixed at 40 per cent of the total dividend of the previous year. Upon approval the final dividend will be €0.70 of which €0.24 was paid as interim dividend on 20 September 2007. The final dividend will be made payable on 25 April 2008. Item 2: Acquisition of Scottish Newcastle pic. On 25 January 2008 Heineken N.V. (Heineken), Carlsberg A/S (Carlsberg) and Scottish Newcastle pic (S&N) announced their agreement on the terms of a recommended cash offer to be made by Sunrise Acquisitions Ltd., a newly incorporated company jointly owned by Heineken and Carlsberg, for the entire issued and to be issued share capital of S&N. The acquisition is to be implemented by way of a scheme of arrangement under UK company law. After the acquisition Heineken will hold the S&N businesses and investments in the UK, Ireland, Portugal, Finland, Belgium, USA and in India. For Heineken the intended transaction represents a significant strategic step that will create strong platforms for future profit and cash flow growth. The acquisition is amongst others subject to the approval of the shareholders of Heineken, the shareholders and priority shareholders of Heineken Holding, the shareholders of S&N, the Scottish court, the European Commission and certain other competition authorities. In accordance with article 2:107a of the Dutch Civil Code and with Article 8 paragraph 7 of Heineken's Articles of Association, the General Meeting of Shareholders is requested to approve: The acquisition by Sunrise Acquisitions Ltd., a newly incorporated company jointly owned by Heineken N.V. and Carlsberg A/S, of the entire issued and to be issued share capital of Scottish Newcastle pic; and the subsequent 100 per cent shareholding by Heineken N.V. of Sunrise Acquisitions Ltd. after transfer by it of certain businesses of Scottish Newcastle pic to Carlsberg A/S, all as described in detail in the Shareholders' Circular* Item 3: Appointment of the external auditor for a period of four years. According to the Articles of Association, Article 13 paragraph 1, section h, the (re-)appointment of the external auditor is subject to approval in the Annual General Meeting of Shareholders (AGM). The external auditor, KPMG Accountants N.V., was last appointed for a period of five years, in the AGM of April 2003. In the meantime the appointment period for the external auditor has been changed (Dutch Corporate Governance Code of December 2003) into once every four years based on a structured evaluation. The performance evaluation of the external auditor has focused on the audit assignment with regard to the consolidated financial The Shareholders' Circular will be available in Dutch and in English at Heineken's website www.heinekeninternational.com/agm and can be obtained at the offices of Heineken in Amsterdam.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2007 | | pagina 4