EXPLANATORY NOTES CONTINUED Mr. Fernandez Carbajal co-chairs the Mexico Institute of the Woodrow Wilson Center, and for the last 15 years, he has been a professor of the course of Strategic Planning in the Industrial and Systems Engineering degree at Monterrey Tec. Mr. Fernandez Carbajal earned a bachelor's degree in Industrial and Systems Engineering and an MBA from Monterrey Tec. Mr. Fernandez Carbajal fits the profile drawn up by the Supervisory Board, as set out on our website. Fie complies with the Dutch Corporate Governance Code of 10 December 2008 (DCGC) with regard to the number of board seats. Mr. Fernandez Carbajal is not independent, as defined in the Dutch Corporate Governance Code of 10 December 2008 as he is CEO of FEMSA, which company currently has an important relationship with Fleineken USA concerning the sale and distribution by Fleineken USA of FEMSA Cerveza's beer brands in the United States of America. Mr. Fernandez Carbajal (1954) is Mexican and has currently no shares in Fleineken N.V. The Supervisory Board has appointed Mr. Fernandez Carbajal as Vice-Chairman of the Supervisory Board on condition of his appointment as member of the Supervisory Board. Fie succeeds in this position Mr. J.M. de Jong. Upon his appointment, Mr. Fernandez Carbajal will become Chairman of the new Americas Committee to be formed, as well as a member of the Preparatory Committee and the Selection Appointment Committee. Item 6b: Appointment of Mr. J.G. Astaburuaga Sanjinés. In accordance with the Articles of Association of the Company, the Supervisory Board has made a non-binding nomination for the appointment, subject to the completion of the acquisition of the beer operations of FEMSA, of Mr. Astaburuaga Sanjinés as member of the Supervisory Board, for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2014). The Supervisory Board proposes to appoint Mr. Astaburuaga Sanjinés in view of his large financial and commercial experience. Javier Gerardo Astaburuaga Sanjinés joined FEMSA in 1982. In 2006 he was named FEMSA's CFO and Vice-President of Strategic Development. Prior to that, Mr. Astaburuaga Sanjinés served as co-CEO of FEMSA Cerveza, Vice-President of Sales for Northern Mexico, CFO of FEMSA Cerveza, Vice-President of Corporate Development for FEMSA and Chief Information Officer of FEMSA Cerveza. Mr. Astaburuaga Sanjinés earned a bachelor's degree in public accounting from Monterrey Tec. Mr. Astaburuaga Sanjinés fits the profile drawn up by the Supervisory Board, as set out on our website. Fie complies with the Dutch Corporate Governance Code of 10 December 2008 (DCGC) with regard to the number of board seats. Mr. Astaburuaga Sanjinés is not independent, as defined in the Dutch Corporate Governance Code of 10 December 2008 as he is CFO of FEMSA, which company currently has an important relationship with Fleineken USA concerning the sale and distribution by Fleineken USA of FEMSA Cerveza's beer brands in the United States of America. Mr. Astaburuaga Sanjinés (1959) is Mexican and has currently no shares in Fleineken N.V. Upon his appointment, Mr. Astaburuaga Sanjinés will become a member of the Audit Committee. Item 6c: Re-appointment of Mr. C.J.A. van Lede. In accordance with the Articles of Association of the Company, the Supervisory Board has made a non-binding nomination for the re-appointment of Mr. Van Lede as member of the Supervisory Board with effect from 22 April 2010, for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2014). Mr. Van Lede was first appointed in 2002 and became Chairman in 2004. Mr. Van Lede fits the profile drawn up by the Supervisory Board, as set out on our website. The Supervisory Board proposes to re-appoint Mr. C.J.A. van Lede in view of his extensive knowledge and broad management experience in the national and international business environment and the way Mr. Van Lede fulfils his role as Chairman of the Supervisory Board. Mr. Van Lede is a former CEO of Akzo Nobel N.V. Mr. Van Lede serves on various boards of listed and private companies. He complies with the Dutch Corporate Governance Code of 10 December 2008 (DCGC) relating to number of board seats and is independent, as defined in the DCGC. Currently Mr. Van Lede owns no shares in the company. Mr. Van Lede (1942) is a Dutch national. The Supervisory Board has re-appointed Mr. van Lede as chairman of the Supervisory Board on condition of his re-appointment as member of the Supervisory Board. Item 6d: Re-appointment of Mr. J.M. de Jong. In accordance with the Articles of Association of the Company, the Supervisory Board has made a non-binding nomination for the re-appointment of Mr. De Jong as member of the Supervisory Board with effect from 22 April 2010, for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2014). Mr. De Jong was first appointed in 2002 and became Vice-Chairman in 2004. Mr. De Jong fits the profile drawn up by the Supervisory Board, as set out on our website.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 8