EXPLANATORY NOTES to the agenda for the Annual General Meeting of Shareholders of Heineken N.V., to be held on Thursday 22 April 2010 Item ic: Decision on the appropriation of the balance of the income statement. 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 2009 at EUR 0.65 of which EUR 0.25 was paid as interim dividend on 2 September 2009. The final dividend of EUR 0.40 per share will be made payable on 29 April 2010. The total dividend will amount to EUR318 million. acquisition at the FEMSA shareholders meeting. The acquisition represents a significant strategic step for Heineken that creates a platform for future value growth in three of the four largest beer profit pools (USA, Mexico and Brazil). Heineken believes that the acquisition has a clear strategic rationale, as it will enable Heineken to transform its presence in the Americas, offering the potential to grow the Heineken brand in Mexico and Brazil, access value and volume growth in Mexico, the world's fourth largest beer profit pool, strengthen Heineken's leading position in the import and growing Hispanic segments in the USA and provide an opportunity to build value in Brazil, the world's second largest beer profit pool. The acquisition will give Heineken better geographic diversification as well as strengthen our exposure to emerging markets. The details of the acquisition are described in the shareholder's circular which will be published on the Heineken website (www.heinekeninternational.com/agm) and can be obtained at the offices of Heineken N.V. in Amsterdam. Item 2: Acquisition of 100% of the beer operations of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) via an all share transaction. On 11 January 2010 Heineken N.V. announced the acquisition of the beer operations of FEMSA via an all share transaction (the 'transaction'). Heineken N.V. will acquire all shares of common stock in Emprex Cerveza, S.A. de C.V. (FEMSA Cerveza), comprising 100% of FEMSA's Mexican beer operations (including its US and other export businesses) and the remaining 83% of FEMSA's Brazilian beer business that Heineken does not currently own. As a result of the transaction FEMSA (and its affiliates) will hold a 20.0% economic interest in the Heineken Group (with shareholdings both in Heineken N.V. and Heineken Holding N.V.). A portion of the Heineken shares allotted to FEMSA (and its affiliates) will be delivered over a period of not more than five years (the 'Allotted Shares'). FEMSA will have the right to nominate two representatives for appointment to the Supervisory Board of Heineken N.V., one of whom will be the Vice- Chairman of the Supervisory Board of Heineken N.V. and will also be nominated for appointment to the Board of Directors of Heineken Holding N.V. Subject to, among other things, the approval of the Annual General Meetings of Shareholders of Heineken N.V. and Heineken Holding N.V., and the meeting of priority shareholders of Heineken Holding N.V., the approval of the General Meeting of Shareholders of FEMSA and approval of certain regulatory authorities, closing of the acquisition is currently expected to occur in the second quarter of 2010. Heineken Holding N.V., as majority shareholder of Heineken N.V., and L'Arche Green N.V., as a majority shareholder of Heineken Holding N.V., have given irrevocable undertakings to FEMSA to vote in favour of the transaction. In addition, the Voting Trust, which controls 39% of FEMSA's voting shares entered into an undertaking to vote in favour of the Item 3a: Authorisation of the Executive Board to acquire own shares. The Annual General Meeting of Shareholders held on 23 April 2009 last gave an authorisation to the Executive Board to acquire own shares. The Annual General Meeting of Shareholders is now requested to extend 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 22 April 2010, to acquire own shares subject to the following conditions and with due observance of the law and the Articles of Association: a. the maximum number of shares which may be acquired is 10 percent of the issued share capital of the company at any time during the authorisation; 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 delivery of the Allotted Shares to FEMSA (and its affiliates) in connection with the acquisition of the beer operations of FEMSA, as well as 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 other acquisitions.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 4