49
Compensation rights on termination of employment agreements
There are no agreements of Heineken N.V. with Executive Board
members or other employees that specifically entitle them to
any compensation rights upon termination of their employment
after completion of a public offer on Heineken N.V. shares.
If Heineken N.V. gives notice of termination of the employment
agreement for a reason that is not an urgent reason ('dringende
reden') within the meaning of the law, Heineken N.V. shall pay
severance compensation to the Executive Board member
on expiry of the employment agreement. This severance
compensation shall be set on the basis of the notion of
reasonableness taking into account all the circumstances
of the matter, including whether the Executive Board member
shall be bound by a non-competition obligation and whether
any allowance is paid by Heineken N.V. in relation to this non-
ompetition obligation. In case of dismissal for cause ('ontslag
met gegronde reden') whereby the cause for dismissal concerns
unsatisfactory functioning of the Executive Board member, the
severance compensation cannot exceed one year's base salary,
eluding holiday allowance.
ipointment and dismissal of Supervisory and Executive
:>ard members
embers of the Supervisory Board and the Executive Board are
^pointed by the General Meeting of Shareholders on the basis
r a non-binding nomination by the Supervisory Board.
ie General Meeting of Shareholders can dismiss members
the Supervisory Board and the Executive Board by a majority
the votes cast, if the subject majority at least represents
ne-third of the issued capital.
mendment of the Articles of Association
he Articles of Association can be amended by resolution of
e General Meeting of Shareholders in which at least half of
ie issued capital is represented and exclusively either at the
H oposal of the Supervisory Board or at the proposal of the
xecutive Board that has been approved by the Supervisory
oard, or at the proposal of one or more Shareholders
presenting at least half of the issued capital.
cquisition of own shares
n 22 April 2010, the Annual General Meeting of Shareholders
jthorised the Executive Board (for the statutory maximum
eriod of 18 months), to acquire own shares subject to the
ollowing conditions and with due observance of the law and
he Articles of Association (which require the approval of the
jpervisory Board):
The maximum number of shares which may be acquired
is 10 per cent of the issued share capital of Heineken N.V.
feineken N.V. Annual Report 2010
b. Transactions must be executed at a price between the
nominal value of the shares and 110 per cent of the opening
price quoted for the shares in the Official Price List (Officiële
Prijscourant) of Euronext Amsterdam on the date of the
transaction or, in the absence of such a price, the latest
price quoted therein
c. Transactions may be executed on the stock exchange
or otherwise.
The authorisation to acquire own shares may be used in
connection with the delivery of the Allotted Shares (the shares
allotted to FEMSA (and its affiliates) with delivery over a period
of not more than five years after completion (on 30 April 2010)
of the acquisition of FEMSA's beer operations) to FEMSA (and its
affiliates), as well with the Long-Term Incentive Plan for the
members of the Executive Board and the Long-Term Incentive
Plan for senior management, but may also serve other purposes,
such as other acquisitions. A new authorisation will be submitted
for approval to the Annual General Meeting of Shareholders
of 21 April 2011.
Issue of shares
On 22 April 2010, the Annual General Meeting of Shareholders
also authorised the Executive Board (for a period of 18 months)
to issue shares or grant rights to subscribe for shares and to
restrict or exclude shareholders' pre-emption rights, with due
observance of the law and Articles of Association (which require
the approval of the Supervisory Board). The authorisation is
limited to 10 per cent of Heineken N.V.'s issued share capital,
as at the date of issue. The authorisation may be used in
connection with the Long-Term Incentive Plan for the members
of the Executive Board and the Long-Term Incentive Plan for
senior management, but may also serve other purposes, such
as the issue of those of the Allotted Shares that may not be
repurchased by Heineken N.V. (although it is envisaged that
the remaining Allotted Shares will be acquired from the market
by means of share repurchases) and other acquisitions. A new
authorisation will be submitted for approval to the Annual
General Meeting of Shareholders of 21 April 2011.
Executive Board
J.F.M.L. van Boxmeer
D.R. Hooft Graafland
Amsterdam, 15 February 2011
