47 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. mericas Committee 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 tares 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. Substantial shareholdings 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 Heineken N.V.: Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent; the direct 50.005 per cent shareholder is Heineken Holding N.V.) 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 following applies: 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 Ownership Cap). 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

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 44