reporting of Heineken N.V. and audit related
assurance assignments concerning tax, IT and
sustainability. The evaluation has taken place
under the supervision of the Manager Group
Internal Audit. The evaluation is based on
interviews with key individuals at both group
and regional level. Finance managers of operating
companies provided input for the assessment
by means of questionnaires.
The main conclusions from the current assessment
have been discussed in the Executive Board
and subsequently in the Audit Committee and
Supervisory Board meeting in February 2008.
Based on the satisfactory performance the
Supervisory Board proposes to re-appoint KPMG
Accountants N.V. as auditor of Fleineken N.V.
for a period of four years (financial statements
2008-2011).
Item 4: Extension of the authorisation
of the Executive Board to acquire own shares.
The Annual General Meeting of Shareholders
held on 19 April 2007 last gave an authorisation
to the Executive Board to acquire own shares.
The Annual General Meeting of Shareholders
is now requested to extend the authorisation
of the Executive Board.
It is proposed that the Executive Board be
authorised by the Annual General Meeting of
Shareholders, for the statutory maximum period
of 18 months, starting 17 April 2008, to acquire
own shares subject to the following conditions
and with due observance of the law and the
Articles of Association:
a. the maximum number of shares which may
be acquired is the statutory maximum of 10 per
cent of the issued share capital of the company;
b. transactions must be executed at a price
between the nominal value of the shares
and 110 per cent of the opening price quoted
for the shares in the Official Price List (Officiële
Prijscourant) of Euronext Amsterdam on the
date of the transaction or, in the absence of
such a price, the latest price quoted therein;
c. transactions may be executed on the stock
exchange or otherwise.
The authorisation to acquire own shares 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 5: Extension of the authorisation of
the Executive Board to issue (rights to) shares
and to restrict or exclude shareholders'
pre-emptive rights.
The Annual General Meeting of Shareholders
held on 19 April 2007 last gave an authorisation
to the Executive Board to issue (rights to) shares
and to restrict or exclude shareholders' pre
emptive rights. The Annual General Meeting of
Shareholders is now requested to extend the
authorisation of the Executive Board.
It is proposed that the Executive Board be
authorised by the Annual General Meeting of
Shareholders, for a period of 18 months, starting
17 April 2008 to issue shares or grant rights to
subscribe for shares and to restrict or exclude
shareholders' pre-emptive rights, with due
observance of the law and the 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.
