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