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.
