DECREE ARTICLE 10 CONTINUED 58 REPORT OF THE EXECUTIVE BOARD HEINEKEN N.V. ANNUAL REPORT 200 a. the maximum number of shares which may be repurchased is 10 per cent of the issued share capital of Heineken N.V.; 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 mainly in connection with the share-based long-term incentive plans for both the Executive Board members and senior management, but may also serve other purposes, such as acquisitions. A further renewal of the authorisation (with increase of the maximum number, which may be repurchased to the statutory maximum of 50 per cent of the issued share capital of Heineken N.V.) will be submitted for approval to the Annual General Meeting of Shareholders of 23 April 2009. On 20 April 2005, the Annual General Meeting of Shareholders also authorised the Executive Board (which authorisation was last renewed on 17 April 2008 for a period of 18 months) to issue (rights) to shares and to restrict or exclude shareholders' pre-emption rights, with due observance of the law and Articles of Association (which require the approval of the Supervisory Board). The authorisation is limited to 10 per cent of Heineken N.V.'s issued share capital, as per the date of issue. The authorisation may be used in connection with the share-based long-term incentive plans for both the Executive Board members and senior management, but may also serve other purposes, such as acquisitions. A further renewal of the authorisation will be submitted for approval to the Annual General Meeting of Shareholders of 23 April 2009. Executive Board J.F.M.L. van Boxmeer D.R. Hooft Graafland Amsterdam, 17 February 2009

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2008 | | pagina 60