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):