Pursuant to the Articles of Association, a resolution of the Executive Board to acquire own shares is subject to the approval of the Supervisory Board. Subject to the completion of the acquisition of the beer operations of FEMSA, the Supervisory Board has given its approval for the acquisition by the company of the Allotted Shares, being 29,172,504 shares (representing 5.1 per cent of the issued share capital of the company after the issue of 86,028,019 new shares referred to at item 3b), which shares will be repurchased for further delivery to FEMSA (and its affiliates). Item 3b: Authorisation of the Executive Board to issue shares to FEMSA (and its affiliates). It is proposed that the Annual General Meeting of Shareholders authorises the Executive Board for a period of 18 months, starting 22 April 2010, to issue 86,028,019 shares to FEMSA (and its affiliates) in exchange for the transfer by FEMSA of its beer operations (consisting of all shares of common stock in FEMSA Cerveza held by FEMSA and its affiliates) to the company and subject to FEMSA (and its affiliates) transferring 43,018,320 of these new shares to Heineken Holding N.V. in exchange for 43,018,320 new Heineken Holding N.V. shares to be issued to FEMSA (and its affiliates). Pursuant to the Articles of Association, a resolution of the Executive Board to issue (rights to) shares is subject to the approval of the Supervisory Board. The Supervisory Board has given its approval for the issue of 86,028,019 new shares to FEMSA (and its affiliates). Item 3c: Authorisation of the Executive Board to issue (rights to) shares for other purposes. The Annual General Meeting of Shareholders held on 23 April 2009 last gave a general authorisation to the Executive Board to issue (rights to) shares. The Annual General Meeting of Shareholders is now requested to extend the existing authorisation of the Executive Board. It is proposed that the Annual General Meeting of Shareholders authorises the Executive Board for a period of 18 months, starting 22 April 2010, to issue shares or grant rights to subscribe for shares. The authorisation will be limited to 10 per cent of the company's issued share capital, as per the date of issue. The authorisation may be used in connection with the Long-Term Incentive Plan for the members of the Executive Board and the Long-Term Incentive Plan for the senior management, but may also serve other purposes, such as the issue of those of the Allotted Shares that will not be repurchased under item 3a and other acquisitions. Pursuant to the Articles of Association, a resolution of the Executive Board to issue shares or to grant rights to subscribe for shares is subject to the approval of the Supervisory Board. Item 3d: Authorisation of the Executive Board to restrict or exclude shareholders pre-emptive rights. The Annual General Meeting of Shareholders held on 23 April 2009 last gave an authorisation to the Executive Board to restrict or exclude shareholders pre-emptive rights. The Annual General Meeting of Shareholders is now requested to extend the authorisation of the Executive Board. It is proposed that the Annual General Meeting of Shareholders authorises the Executive Board for a period of 18 months, starting 22 April 2010, to restrict or exclude shareholders pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares. Pursuant to the Articles of Association, a resolution of the Executive Board to restrict or exclude shareholders pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares is subject to the approval of the Supervisory Board. Pursuant to article 2:96a paragraph 1 of the Dutch Civil Code shareholders do not have a pre-emptive right in relation to the issue of 86,028,019 shares to FEMSA (and its affiliates) because the shares will be issued against contribution-in-kind. Item 4: Corporate Governance, 'Comply or Explain' report. In a separate section of the 2009 annual report (the 'Comply or Explain' report), a detailed overview is given of the way in which Heineken applies the revised Dutch Corporate Governance Code (published on 10 December 2008). The full 'Comply or Explain' report is also available on the company website (www.heinekeninternational.com). Heineken endorses the Code's principles and applies virtually all best practice provisions. However, as already stated in Heineken's previous 'Comply or Explain' report of 21 February 2005 relating to the Dutch Corporate Governance Code of 9 December 2003, in particular, the structure of the Heineken Group and specifically the relationship between Heineken Holding N.V. and Heineken N.V., prevents Heineken N.V. from applying a small number of best practice provisions. We have included the ownership structure in this report. As stated in the Code (principle 'Compliance with and enforcement of the Code', paragraph I) there should be a basic recognition that corporate governance must be tailored to the company-specific situation and therefore that non-application of individual provisions by a company may be justified. r

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 5