Heineken
NV
AGENDA
for the Annual General Meeting of Shareholders of
Heineken N.V., to be held at Beurs van Berlage, Damrak 243,
Amsterdam on Thursday 23 April 2009 at 2:00 p.m.
Opening
1 Report for the financial year 2008.
a. Adoption of the financial statements for
the financial year 2008.
b. Decision on the appropriation of the balance
of the income statement in accordance with
Article 12 paragraph 7 of the company's
Articles of Association and the distribution
of retained earnings.
c. Discharge of the members of the Executive Board.
d. Discharge of the members of the
Supervisory Board.
2 Amendments to the Articles of Association.
3 a. Extension and amendment of the authorisation
of the Executive Board to acquire own shares.
b. Extension of the authorisation of the Executive
Board to issue (rights to) shares.
c. Extension of the authorisation of the Executive
Board to restrict or exclude shareholders'
pre-emptive rights.
4 a. Adjustments to the Remuneration Policy
for the Executive Board.
b. Related amendment to the Long-Term
Incentive Plan for the Executive Board.
5 a. Re-appointment of Mr. M. Das as member (and
delegated member) of the Supervisory Board.
b. Re-appointment of Mr. J.M. Hessels as member
of the Supervisory Board.
c. Appointment of Mr. Ch. Navarre as member
of the Supervisory Board.
Closing
Agenda items la to 5 are subject to approval of the Annual
General Meeting of Shareholders.