Pursuant to the Articles of Association, a resolution of
the Executive Board to restrict or exclude shareholders'
pre-emptive rights in relation to the issue of shares or the
granting of rights to subscribe for shares is subject to
approval of the Supervisory Board.
Item 3: Amendments to the Articles of Association
The proposal to amend the Articles of Association of
Heineken N.V. mainly relates to the Act of 30 June 2010
amending book 2 of the Civil Code and the Financial
Markets Supervision Act implementing directive no.
2007/36/EC of the European Parliament and the Council of
the European Union of 11 July 2007 concerning the exercise
of certain rights of shareholders in listed companies (Wet
van 30 juni 2010 tot wijziging van boek 2 van het Burgerlijk
Wetboek en de Wet op het financieel toezicht ter uitvoering
van richtlijn no. 2007/36/EG van het Europees Parlement en
de Raad van de Europese Unie van 11 juli 2007 betreffende
de uitoefening van bepaalde rechten van aandeelhouders
in beursgenoteerde vennootschappen), which has come
into force on 1 July 2010. The amendments are in the
preliminary definitions and in the Articles 4,5,7,8,10,12,
13,14 and 17.
The proposal also includes an authorisation to execute
the notarial deed of amendment. The amendment of the
Articles of Association will come into force upon execution
of the notarial deed. The full text with the proposed
amendments can be obtained at the Company's offices.
The text is also available on the Company's website
(www.heinekeninternational.com/agm).
Item 4a: Adjustments to the remuneration policy for the
Executive Board
The Annual General Meeting of Shareholders of 22 April
2010 adopted adjustments to the remuneration policy for
the Executive Board as per 1 January 2010. At that time the
Supervisory Board announced that it would propose a new
labour market peer group, reflecting Heineken's increased
global footprint. In accordance with this promise, the
Annual General Meeting of Shareholders is invited to adopt
new adjustments to the remuneration policy for the
Executive Board per 1 January 2011, involving the base
salary of the CEO and the short-term incentive and long-
term incentive of both the CEO and the CFO.
The proposed adjustments will increase the total
compensation of the Heineken Executive Board members
to a level that is closer to that of their relevant peers in the
global market. It will also further strengthen the link
between pay and performance by increasing the ratio
between maximum and target payout of the short-term and
long-term incentive, related to even more ambitious
targets. Finally the proposed policy will increase share
ownership by Executive Board members improving
alignment of interest with Heineken N.V. shareholders.
The proposed adjustments to the remuneration policy are
stated in the remuneration report in the annual report
(pages 53 to 58) and are posted on the website.
Item 4b: Related amendment to the long-term incentive
for the Executive Board
In order to align the incentive levels for the Executive Board
to the principles of the new remuneration policy, the
Supervisory Board proposes some amendments in the
long-term incentive to the Annual General Meeting of
Shareholders.
The value at target of the shares conditionally awarded
under the existing long-term incentive will be increased
from 125 per cent to 150 per cent of base salary for the
CEO and from 100 per cent to 125 per cent of base salary
for the CFO (starting with awards of 2011).
The maximum vesting (at maximum performance) of the
long-term incentive for the CEO and the CFO will be
increased from 150 per cent to 200 per cent of the vesting
at target.
Item 4c: Related amendment to the short-term incentive
for the Executive Board
In order to align the incentive levels for the Executive
Board to the principles of the new remuneration policy,
the Supervisory Board proposes some amendments in
the short-term incentive to the Annual General Meeting
of Shareholders.
The target short-term incentive levels will be increased
from 100 per cent to 140 per cent of base salary for the
CEO and from 75 per cent to 100 per cent of base salary for
the CFO (starting per 2011). This increase of short-term
incentive levels is however intended to expand the portion
of overall compensation linked to Heineken's long-term
success. To this purpose, the CEO and CFO will be obliged to
invest at least 25 per cent and may invest (at their
discretion) up to a maximum of 50 per cent of their payout
in Heineken N.V. shares (investment shares), to be delivered
by the Company and blocked for 5 calendar years (already
per payout over 2010). After the 5 calendar years the
Company will match the blocked shares 1:1 (grant one
matching share for each investment share) and shares can
be sold if desired. Matching entitlements will be forfeited in
case of dismissal by the Company for an urgent reason
(dringende reden) within the meaning of the law, or in case
of dismissal for cause (gegronde reden) whereby the cause
for dismissal concerns unsatisfactory functioning of the
Executive Board member.
The maximum pay-out (at maximum performance) of the
short-term incentive for the CEO and the CFO will be
increased from 150 per cent to 200 per cent of pay-out
at target.