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 22 April
2010 at 2:00 p.m.
Opening
1 a. Report for the financial year 2009.
b. Adoption of the financial statements for the financial year 2009.
c. 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.
d. Discharge of the members of the Executive Board.
e. Discharge of the members of the Supervisory Board.
2 Proposal to approve the acquisition of 100% of the beer operations of Fomento Económico Mexicano, S.A.B.
de CM. (FEMSA) via an all share transaction
3 Authorisations
a. Authorisation of the Executive Board to acquire own shares.
b. Authorisation of the Executive Board to issue shares to FEMSA (and its affiliates).
c. Authorisation of the Executive Board to issue (rights to) shares for other purposes.
d. Authorisation of the Executive Board to restrict or exclude shareholders' pre-emptive rights.
4 Corporate Governance, 'Comply or Explain' report
5 Remuneration Executive Board
a. Adjustments to the Remuneration Policy for the Executive Board.
b. Related amendment to the Long Term Incentive Plan for the Executive Board.
6 Composition Supervisory Board (non-binding nominations)
a. Appointment of Mr. J.A. Fernandez Carbajal as member of the Supervisory Board.
b. Appointment of Mr. J.G. Astaburuaga Sanjinés as member of the Supervisory Board.
c. Re-appointment of Mr. C.J.A. van Lede as member of the Supervisory Board.
d. Re-appointment of Mr. J.M. dejong as member of the Supervisory Board.
e. Re-appointment of Mrs. A.M. Fentener van Vlissingen as member of the Supervisory Board.
Closing
Agenda items lb to 3, 5 and 6 are subject to approval of the Annual General Meeting of Shareholders.
Annual Report 2009 - Heineken N.V.
