Decree Article 10
Decree Article 10 Information Pursuant to Takeover Directive
(Besluit Artikel 10 Overnamerichtlijn).
56 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
zeggenschapen kapitaalbelang in uitgevende
instellingen), the Financial Markets Authority has
been notified about the following substantial
shareholdings regarding Heineken N.V.:
Mrs. C.L. de Carvalho-Heineken (indirectly
50.005 per cent; the direct 50.005 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. The shares
required for the share-based long-term incentive
plans will be acquired 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 Annual
General Meeting of Shareholders of 17 April 2008
is 21 days before the Annual General Meeting of
Shareholders, i.e. on 27 March 2008.
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.
There are no important agreements to which
Heineken N.V. is a party and that will come into
force, be amended or be terminated under the
condition of a change of control over Heineken N.V.
as a result of a public offer.
There are no agreements of Heineken N.V. with
Executive Board members or other employees
that entitle them to any compensation rights upon
termination of their employment after completion
of a public offer on Heineken N.V. 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.
Heineken N.V. Annual Report 2007
