EXPLANATORY NOTES
to the agenda for the Annual General Meeting of Shareholders
of Heineken N.V., to be held on Thursday 23 April 2009
Item lb: Decision on the appropriation of the
balance of the income statement and the distribution
of retained earnings.
In 2007 a new dividend policy came into force. The new
policy reinforces the relation between dividend payment
and the annual development of net profit beia and
continues to support the intention of Heineken N.V. to
preserve its independence, to maintain a healthy financial
structure and to retain sufficient earnings in order to grow
the business both organically and through acquisitions.
The annual dividend payout is 30-35 per cent of net profit
beia. The interim dividend is fixed at 40 per cent of the
total dividend of the previous year.
Within the scope of the dividend policy, it is proposed to
the Annual General Meeting of Shareholders to determine
the dividend for the financial year 2008 at €0.62 of which
€0.28 was paid as interim dividend on 3 September 2008.
The final dividend of €0.34 per share will be made payable
on 4 May 2009.
The total dividend will amount to €304 million. It is
proposed to the Annual General Meeting of Shareholders
to resolve that the part of the dividend exceeding the
profit of €209 million, such part amounting to €95 million,
will be paid from retained earnings.
Item 2: Amendments to the Articles of Association.
The proposal to amend the Articles of Association of
Heineken N.V. mainly relates to (i) the Act of 29 May 2008
implementing the amendment of the Second EU Directive
concerning the incorporation of public companies and the
maintenance and changes of their capital (de Wet van
29 mei 2008 inzake implementatie van de wijziging van de
2e EU Richtlijn betreffende de oprichting van naamloze
vennootschappen en de instandhouding en wijziging van
hun kapitaal), which came into force on 11 June 2008 and
(ii) the Act of 25 September 2008 implementing the so-
called EU Transparency Directive (de Wet van 25 september
2008 inzake implementatie van de zogenoemde EU
Transparantierichtlijn) which came into force on
1 January 2009.
According to the Act of 29 May 2008, companies are now
permitted (i) to repurchase own shares up to a maximum
of 50 per cent of the issued share capital (the maximum
used to be 10 per cent of the issued share capital) and (ii)
to provide loans to third parties for the purpose of the
subscription for or the acquisition of shares in the capital
of the company. The provision of such loans is subject to
stringent statutory conditions among which the approval
of the general meeting of shareholders with a majority of
95 per cent of the votes cast.
It is proposed to bring the Articles of Association of
Heineken N.V. in line with the above mentioned legislation.
The full text with the proposed amendments may be
inspected at the company's offices in Amsterdam, where
copies can be obtained. The text is also posted on the
company's website (www.heinekeninternational.com/agm).
The proposal also includes an authorisation to execute the
notarial deed of amendment. The amendment of the
Articles of Association will come into force upon execution
of the notarial deed.
Item 3a: Extension and amendment of the authorisation
of the Executive Board to acquire own shares.
The Annual General Meeting of Shareholders held on
17 April 2008 last gave an authorisation to the Executive
Board to acquire own shares. The Annual General Meeting
of Shareholders is now requested to extend and amend
the authorisation of the Executive Board.
It is proposed that the Executive Board be authorised
by the Annual General Meeting of Shareholders, for the
statutory maximum period of 18 months, starting 23 April
2009, to acquire own shares subject to the following
conditions and with due observance of the law and the
Articles of Association:
a. as from the amendment of the Articles of Association
referred to in agenda item 2, the maximum number
of shares which may be acquired is the statutory
maximum of 50 per cent of the issued share capital of
the company and until the amendment of the Articles
of Association the maximum number of shares which
may be acquired remains 10 per cent of the issued
share capital of the company;
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
in connection with the Long-Term Incentive Plan for the
members of the Executive Board and the Long-Term
Incentive Plan for senior management, but may also
serve other purposes, such as acquisitions.
