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.