EXPLANATORY NOTES
To the agenda for the Annual General Meeting of Shareholders
of Heineken N.V., to be held on Thursday 21 April 2011
Item lc: Decision on the appropriation of the balance
of the income statement
In 2007 a new dividend policy came into force. The new
policy reinforces the relation between dividend payment
and the annual development of net profit beia and
continues to support the intention of Heineken N.V. to
preserve its independence, to maintain a healthy financial
structure and to retain sufficient earnings in order to grow
the business both organically and through acquisitions.
The annual dividend payout is 30-35 percent of net profit
beia. The interim dividend is fixed at 40 per cent of the total
dividend of the previous year.
Within the scope of the dividend policy, it is proposed to the
Annual General Meeting of Shareholders to determine the
dividend for the financial year 2010 at EUR0.76 of which
EURO,26 was paid as interim dividend on 3 September
2010. The final dividend of EUR0.50 per share will be made
payable on 5 May 2011. The total dividend will amount to
EUR438 million.
Item 2a: Authorisation of the Executive Board to acquire
own shares
The Annual General Meeting of Shareholders held on
22 April 2010 last gave an authorisation to the Executive
Board to acquire own shares. The Annual General Meeting
of Shareholders is now requested to extend the authorisation
of the Executive Board. It is proposed that the Executive
Board be authorised by the Annual General Meeting of
Shareholders, for the statutory maximum period of 18
months, starting 21 April 2011, to acquire own shares
subject to the following conditions and with due observance
of the law and the Articles of Association:
a. the maximum number of shares which may be acquired
is 10 percent of the issued share capital of the
Company at any time during the authorisation;
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 as
described hereafter to Fomento Económico Mexicano, S.A.B.
de C.V. (FEMSA) and/or its affiliates, as well as with the long-
term incentive for the members of the Executive Board and
the long-term incentive for senior management, but may
also serve other purposes, such as other acquisitions.
In connection with the acquisition of the beer operations
of FEMSA, which occurred on 30 April 2010, Heineken N.V.
undertook, in addition to the issue of new shares that
occurred on 30 April 2010, to deliver additional shares
to FEMSA (and/or its affiliates) over a period of not more
than five years ('the Allotted Shares').
Pursuant to the Articles of Association, a resolution of the
Executive Board to acquire own shares is subject to the
approval of the Supervisory Board. The Supervisory Board
has given its approval for the acquisition by the Company of
the Allotted Shares, being 29,172,504 shares (representing
5.1 per cent of the issued share capital of the Company,
which shares will be repurchased for further delivery to
FEMSA (and its affiliates). So far 10,240,553 Allotted Shares
have been delivered to an affiliate of FEMSA.
Item 2b: Authorisation of the Executive Board to issue
(rights to) shares
The Annual General Meeting of Shareholders held on
22 April 2010 last gave a general authorisation to the
Executive Board to issue (rights to) shares. The Annual
General Meeting of Shareholders is now requested to
extend the existing authorisation of the Executive Board.
It is proposed that the Annual General Meeting of
Shareholders authorises the Executive Board for a period
of 18 months, starting 21 April 2011, to issue shares or
grant rights to subscribe for shares. The authorisation will
be limited to 10 per cent of the Company's issued share
capital, as per 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 the senior
management, but may also serve other purposes, such
as the issue of those of the Allotted Shares that may not
be repurchased under item 2a (although it is currently
envisaged that the remaining Allotted Shares will be
acquired from the market by means of share repurchases)
and other acquisitions. Pursuant to the Articles of
Association, a resolution of the Executive Board to issue
shares or to grant rights to subscribe for shares is subject
to approval of the Supervisory Board.
Item 2c: Authorisation of the Executive Board to restrict
or exclude shareholders' pre-emptive rights
The Annual General Meeting of Shareholders held on
22 April 2010 last gave an authorisation to the Executive
Board to restrict or exclude shareholders' pre-emptive
rights. The Annual General Meeting of Shareholders
is now requested to extend the authorisation of the
Executive Board.
It is proposed that the Annual General Meeting of
Shareholders authorises the Executive Board for a period
of 18 months, starting 21 April 2011, to restrict or exclude
shareholders' pre-emptive rights in relation to the issue
of shares or the granting of rights to subscribe for shares.
