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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 5