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
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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: