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.
