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