55 their management, (iv) discharge of the members of the Supervisory Board for their supervision on the management and (v) appropriation of profits. General Meetings of Shareholders shall be held in Amsterdam. Convocation Pursuant to the Articles of Association, the Executive Board or the Supervisory Board shall convene the General Meetings of Shareholders with a convocation period of at least fourteen 114) days (not including the convocation date and the date of the meeting). In practice the convocation period is usually around one month. he Executive Board and the Supervisory Board are obliged io convene a General Meeting of Shareholders upon request F shareholders individually or collectively owning 25 per ?nt of the shares. Such meeting shall then be held within our weeks from the request and shall deal with the subjects 5 stated by those who wish to hold the meeting. ght to include items on the agenda the Executive Board has been requested in writing not ater than 60 days prior to the date of the General Meeting F Shareholders to deal with a subject by one or more aareholders who solely or jointly (i) represent at least one er cent (1 per cent) of the issued capital or (ii) at least present a value of EUR 50 million, then the subject will be tcluded in the convocation or announced in a similar way, nless this would be contrary to an overriding interest of he Company. he Dutch Corporate Governance Code of 10 December 2008 rovides the following in best practice provision IV.4.4: "A lareholder shall exercise the right of putting an item on the jenda only after he consulted the Executive Board about lis. If one or more shareholders intend to request that an cm be put on the agenda that may result in a change in the impany's strategy, for example through the dismissal of ne or more Executive or Supervisory Board members, the xecutive Board shall be given the opportunity to stipulate reasonable period in which to respond (the response time), his shall also apply to an intention as referred to above for idicial leave to call a general meeting pursuant to Article 110 of the Dutch Civil Code. The shareholder shall respect ie response time stipulated by the Executive Board within ie meaning of best practice provision II.1.9." the Executive Board invokes a response time, such period hall not exceed 180 days from the moment the Executive oard is informed by one or more shareholders of their itention to put an item on the agenda to the day of the jeneral meeting at which the item is to be dealt with. The xecutive Board shall use the response time for further eliberation and constructive consultation. This shall be nonitored by the Supervisory Board. The response time shall be invoked only once for any given general meeting and shall not apply to an item in respect of which the response time has been previously invoked. Record date For each General Meeting of Shareholders, the Company shall determine a record date for the exercise of the voting rights and participation in the meeting. The record date cannot be earlier than on the 30th day prior to the date of the meeting. The record date shall be included in the convocation notice, as well as the manner in which those entitled to attend and/ or vote in the meeting can be registered and the manner in which they may exercise their rights. Only persons that are shareholders on the record date may participate and vote in the General Meeting of Shareholders. Participation by proxy or electronic communication Each shareholder is entitled, either personally or by proxy authorised in writing, to attend the General Meeting of Shareholders, to address the meeting and to exercise their voting rights. If a shareholder wants to exercise their rights by proxy authorised in writing, the written power of attorney must be received by the Company no later than on the date indicated for that purpose in the convocation notice. The Executive Board may determine that the powers set out in the previous sentence may also be exercised by means of electronic communication. The Executive Board may subject the use of electronic communications to conditions which will then be indicated in the convocation notice. Attendance list Each person entitled to vote or otherwise entitled to attend a meeting or such person's representative shall have to sign the attendance list, stating the number of shares and votes represented by such person. Chairman of the General Meeting All General Meetings of Shareholders shall be presided by the Chairman or the Vice-Chairman of the Supervisory Board, or in his absence, by one of the Supervisory Board members present at the meeting, to be designated by them in mutual consultation. If no members of the Supervisory Board are present, the meeting shall appoint its own chairman. Voting All resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of the votes cast, except for those cases in which the law or the Articles of Association prescribe a larger majority. Each share confers the right to one vote. Blank votes shall be considered as not having been cast. Annual Report 2009 - Heineken N.V.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 52