A '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 ipervisory Board): 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 or otherwise. 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. Executive Board J.F.M.L. van Boxmeer D.R. Hooft Graafland Amsterdam, 22 February 2010 Did you know: I Annual Report 2009 - Heineken N.V. 6l

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 58