EXPLANATORY NOTES Item 5a: Re-appointment of Mr. M. Das as member (and delegated member) of the Supervisory Board. In accordance with the Articles of Association of the Company, the Supervisory Board proposes to re-appoint Mr. M. Das as member of the Supervisory Board with effect from 23 April 2009. for a period of four years. It is also proposed to re-appoint Mr. Das as delegated member of the Supervisory Board. The Supervisory Board proposes to re-appoint Mr. Das in view of his broad (legal) experience and his contributions to the Supervisory Board meetings, the chairmanship of the Remuneration Committee and his contribution to the Selection Appointment Committee. Mr. Das currently owns no shares in the Company and is not independent, as defined in the Dutch Corporate Governance Code (111.2.2). The maximum of three 4-years terms does not apply to Mr. Das (Dutch Corporate Governance Code 111.3.5) as he is a member of the Board of Directors of Heineken Holding N.V. Mr. Das (1948) is a Dutch national. He was first appointed to the Supervisory Board in 1994. His latest re-appoint ment was in 2005. Mr. Das is an attorney-at-law. He is Chairman of the Board of Directors of Heineken Holding N.V., Chairman of the Supervisory Board of Greenfee B.V. and Chairman of the Board of L'Arche Green N.V. He is a member of the Board of Directors of the Stichting Administratiekantoor Priores and LAC B.V. Mr. Das has no Supervisory Board memberships in Dutch stock listed companies. Item 5b: Re-appointment of Mr.J.M. Hessels as member of the Supervisory Board. In accordance with the Articles of Association of the Company, the Supervisory Board proposes to re-appoint Mr. J.M. Hessels as member of the Supervisory Board with effect from 23 April 2009 for a period of four years. Mr. Hessels currently owns no shares in the Company and is independent, as defined in the Dutch Corporate Governance Code. Royal Philips Electronics N.V. (Chairman). Furthermore he is Chairman of NYSE Euronext and Chairman of the Supervisory Board of S.C. Johnson Europlant B.V. Mr. Hessels is also Chairman of the Netherlands Bureau for Economic Policy Analysis (CPB). Item 5c: Appointment of Mr. Ch. Navarre as member of the Supervisory Board. In accordance with the Articles of Association of the Company, the Supervisory Board proposes to appoint Mr. Ch. Navarre as member of the Supervisory Board with effect from 23 April 2009 for a period of four years. Mr. Navarre (Belgian) was born in 1958. Since 2001 he is President CEO of the LVMH Wines Spirits Group. Mr. Navarre joined the LVMH Group in 1997. Mr. Navarre started his career with Continental Bank in 1980. He later moved to Exxon where he held Marketing and Sales responsibilities for Esso Group. In 1989 he joined Interbrew, heading a number of subsidiaries (o.a. Brasseries Bellevue, CFO Interbrew Belgium and President of Interbrew Italy), whilst also developing a strategy for the premium brands and the launch of innovative products. In 1995 he became President of the French subsidiary. Mr. Navarre has a degree in Business Administration from Liege University in Belgium. In view of his broad experience in the beer and spirits industry and his marketing and financial knowledge, the Supervisory Board proposes to appoint Mr. Navarre. Mr. Navarre currently owns no shares in the company and is independent, as defined in the Dutch Corporate Governance Code. Mr. Navarre fits the profile drawn up by the Supervisory Board. Also visit www.heinekeninternational.com/agm The meeting will be audiowebcast on www.heinekeninternational.com/investors/webcast The Supervisory Board proposes to re-appoint Mr. Hessels in view of his financial and retail expertise, his contributions to the Supervisory Board meetings and Audit Committee meetings. Mr. Hessels (1942) is a Dutch national. He was first appointed to the Supervisory Board in 2001 and re-appointed in 2005. Mr. Hessels is a Supervisory Board member of one Dutch stock listed company:

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2008 | | pagina 10