57 DECREE ARTICLE 10 Decree Article 10 Information Pursuant to Takeover Directive (Besluit Artikel 10 Overnamerichtlijn). HEINEKEN N.V. ANNUAL REPORT 2008 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 ajor Holdings and Capital Interests in Securities-Issuing istitutions (Besluit melding zeggenschap en kapitaalbelang uitgevende instellingen), the Financial Markets Authority as been notified about the following substantial iareholding 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.); il shares carry equal rights. aere are share-based long-term incentive plans for both the xecutive Board members and senior management. Eligibility r participation is based on objective criteria. ach year, performance shares are awarded to the articipants. Depending on the fulfilment of certain edetermined performance conditions during a three-year arformance period, the performance shares will vest and e participants will receive real Heineken N.V. shares. The ares required for the share-based long-term incentive ans will be acquired by Heineken N.V. The transfer of shares the participants requires the approval of the Supervisory aard of Heineken N.V. ïares repurchased by Heineken N.V. for the share-based ng-term incentive plans do not carry any voting rights and vidend rights. As regards other Heineken N.V. shares, there e no restrictions on voting rights. Shareholders who hold ■ares on a predetermined record date are entitled to attend nd vote at General Meetings of Shareholders. The record ate for the Annual General Meeting of Shareholders of 23 pril 2009 is 21 days before the Annual General Meeting of aareholders, i.e. on 2 April 2009. 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. On 20 April 2005, the Annual General Meeting of Shareholders authorised the Executive Board (which authorisation was last renewed on 17 April 2008 for the statutory maximum period of 18 months), to acquire own shares subject to the following conditions and with due observance of the law and the Articles of Association (which require the approval of the Supervisory Board):

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2008 | | pagina 59