'Pilsener' and 'lager'
are the same
Essentially both expressions
refer to the same thing. We
use these names to describe a
bright, pure, bottom-fermented
beer, as opposed to darker and
top-fermented beers (often
called 'ale' or 'stout').
As far as known to Heineken N.V., there are no other
agreements involving a shareholder of Heineken N.V. that
could lead to a restriction of the transferability of shares or
of voting rights on shares.
Shares repurchased by Heineken N.V. for the share-based
long-term incentive plans do not carry any voting rights and
dividend rights. As regards other Heineken N.V. shares, there
are no restrictions on voting rights. Shareholders who hold
shares on a predetermined record date are entitled to attend
and vote at General Meetings of Shareholders. The record
date for the Annual General Meeting of Shareholders of 22
April 2010 is 21 days before the Annual General Meeting of
Shareholders, i.e. on 1 April 2010.
There are no important agreements to which Heineken N.V.
is a party and that will come into force, be amended or be
t rminated under the condition of a change of control over
Heineken N.V. as a result of a public offer.
There are no agreements of Heineken N.V. with Executive
oard members or other employees that entitle them to any
mpensation rights upon termination of their employment
ter completion of a public offer on Heineken N.V. shares.
ambers of the Supervisory Board and the Executive Board
e appointed by the General Meeting of Shareholders on the
sis of a non-binding nomination by the Supervisory Board.
ie General Meeting of Shareholders can dismiss members
the Supervisory Board and the Executive Board by a
ajority of the votes cast, if the subject majority at least
presents one-third of the issued capital.
ie Articles of Association can be amended by resolution of
e General Meeting of Shareholders in which at least half of
e issued capital is represented and exclusively either at the
oposal of the Supervisory Board or at the proposal of the
ecutive Board which has been approved by the Supervisory
>ard, or at the proposal of one or more shareholders
oresenting at least half of the issued capital.
n 20 April 2005, the Annual General Meeting of Shareholders
thorised the Executive Board (which authorisation was last
newed on 23 April 2009 for the statutory maximum period
18 months), to acquire own shares subject to the following
nditions and with due observance of the law and the
rticles of Association (which require the approval of the
the maximum number of shares which may be
repurchased is the statutory maximum of 10 per cent
of the issued share capital of Heineken N.V.;
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
The authorisation to acquire own shares may be used mainly
in connection with the share-based Long-Term Incentive
Plans for both the Executive Board members and senior
management, but may also serve other purposes, such
as acquisitions. A new authorisation will be submitted for
approval to the Annual General Meeting of Shareholders
of 22 April 2010.
On 20 April 2005, the Annual General Meetjng of Shareholders
also authorised the Executive Board (which authorisation was
last renewed on 23 April 2009 for a period of 18 months) to
issue (rights) to shares and to restrict or exclude shareholders'
pre-emption rights, with due observance of the law and
Articles of Association (which require the approval of the
Supervisory Board). The authorisation is limited to 10 per
cent of Heineken N.V.'s issued share capital, as at the date of
issue. The authorisation may be used in connection with the
share-based Long-Term Incentive Plans for both the Executive
Board members and senior management, but may also serve
other purposes, such as acquisitions. A new authorisation will
be submitted for approval to the Annual General Meeting of
Shareholders of 22 April 2010.
J.F.M.L. van Boxmeer
D.R. Hooft Graafland
Amsterdam, 22 February 2010
Did you know:
Annual Report 2009 - Heineken N.V. 6l