Selection and Appointment Committee
The Selection and Appointment Committee, inter alia, (i)
draws up selection criteria and appointment procedures for
Supervisory Board members and Executive Board members,
(ii) periodically assesses the size and composition of the
Supervisory Board and the Executive Board, and makes
a proposal for a composition profile of the Supervisory
Board, (iii) periodically assesses the functioning of individual
Supervisory Board members and Executive Board members
and reports on this to the Supervisory Board, (iv) makes
proposals for appointments and reappointments and
(v) supervises the policy of the Executive Board on the selection
criteria and appointment procedures for senior management.
The Americas Committee advises the Supervisory Board on the
overall strategic direction of the Americas Region and reviews
and evaluates the performance, the organisation and the
management in the Americas Region.
xree Article 10 Take-Over Directive
n 30 April 2010, Heineken N.V. issued 86,028,019 new shares
relation to the acquisition of the beer operations of Fomento
tonómico Mexicano, S.A.B. de C.V. ('FEMSA').
irsuant to the Financial Markets Supervision Act (Wet op het
lancieel toezicht) and the Decree on Disclosure of Major
oldings and Capital Interests in Securities-Issuing Institutions
esluit melding zeggenschap en kapitaalbelang in uitgevende
stellingen), the Financial Markets Authority has been notified
tout this share issuance.
nee 30 April 2010, the issued share capital of Fleineken N.V.
mounts to €921,604,180.80, consisting of 576,002,613 shares
€1.60 each. Each share carries one vote. The shares are listed
n Euronext Amsterdam.
II shares carry equal rights and are freely transferable (unless
"ovided otherwise hereunder).
nares repurchased by Heineken N.V. for the share-based
ong-term incentive plans or for any other purpose do not
arry any voting rights and dividend 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 21 April 2011 is 28 days before the Annual
General Meeting of Shareholders, i.e. on 24 March 2011.
Pursuant to the Financial Markets Supervision Act (Wet op
het financieel toezicht) and the Decree on Disclosure of Major
Holdings and Capital Interests in Securities-Issuing Institutions
(Besluit melding zeggenschap en kapitaalbelang in uitgevende
instellingen), the Financial Markets Authority has been notified
about the following substantial shareholding regarding
Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent;
the direct 50.005 per cent shareholder is Heineken
Voting Trust (FEMSA) (indirectly 7.47 per cent; the direct
7.47 per cent shareholder is CB Equity LLP); as at
31 December 2010 CB Equity LLP holds 9.24 per cent
Massachusetts Financial Services Company (a capital
interest of 2.12 per cent and a voting interest of 5.00 per
cent of which 2.94 per cent is held directly and 2.06 per
cent is held indirectly).
Restrictions related to shares held by FEMSA
Upon completion (on 30 April 2010) of the acquisition of the
beer operations of Fomento Económico Mexicano, S.A.B. de
C.V. (FEMSA), CB Equity LLP (belonging to the FEMSA group)
received Heineken N.V. shares (and Heineken Holding
N.V. shares). Pursuant to the Corporate Governance Agreement
of 30 April 2010 concluded between Heineken N.V., Heineken
Holding N.V., L'Arche Green N.V., FEMSA and CB Equity LLP the
Subject to certain exceptions, FEMSA, CB Equity LLP and
any member of the FEMSA group shall not increase its
shareholding in Heineken Holding N.V. above 20 per cent
and shall not increase its holding in the Heineken Group
above a maximum of 20 per cent economic interest
(such capped percentages referred to as the Voting
Subject to certain exceptions, FEMSA, CB Equity LLP and any
member of the FEMSA group may not exercise any voting
rights in respect of any shares beneficially owned by it, if
and to the extent such shares are in excess of the applicable
Voting Ownership Cap.
teineken N.V. Annual Report 2010