41 Convocation Pursuant to the law, the Executive Board or the Supervisory Board shall convene the General Meetings of Shareholders with a convocation period of at least forty-two (42) days (excluding the date of the meeting, but including the convocation date). The Executive Board and the Supervisory Board are obliged to convene a General Meeting of Shareholders upon request of shareholders individually or collectively owning 25 per cent of the shares. Such meeting shall then be held within eight weeks from the request and shall deal with the subjects as stated by those who wish to hold the meeting. Right to include items on the agenda If the Executive Board has been requested in writing not later than 60 days prior to the date of the General Meeting of Shareholders to deal with an item by one or more shareholders who solely or jointly (i) represent at least one per cent (1 per cent) of the issued capital or (ii) at least represent a value of EUR50 million, then the item will be included in the convocation or announced in a similar way. A request of a shareholder for an item to be included on the agenda of the General Meeting of Shareholders needs to be substantiated. The principles of easonableness and fairness may allow the Executive Board to refuse the request. The Dutch Corporate Governance Code of 10 December i008 provides the following in best practice provision IV.4.4: A shareholder shall exercise the right of putting an item on he agenda only after he consulted the Executive Board about lis. If one or more shareholders intend to request that an em be put on the agenda that may result in a change in the Company's strategy, for example through the dismissal of tne 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). This shall also apply to an intention as referred to above >r judicial leave to call a general meeting pursuant to Article 2:110 of the Dutch Civil Code. The shareholder shall aspect the response time stipulated by the Executive Board vithin the meaning of best practice provision 11.1.9." f the Executive Board invokes a response time, such period hall not exceed 180 days from the moment the Executive Board s informed by one or more shareholders of their intention to tut an item on the agenda to the day of the general meeting it which the item is to be dealt with. The Executive Board shall jse the response time for further deliberation and constructive onsultation. This shall be monitored 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. Best practice provision IV.4.4 is written for shareholders and hey are free to deviate from the recommendation of the best practice provision to respect this response time. 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 shall be the 28th 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 in person, by proxy or through 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 his voting rights. 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. If a shareholder wants to exercise his 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. Through its website, the Company generally facilitates that shareholders can give electronic voting instructions. 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. Heineken N.V. Annual Report 2010

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 38