EXPLANATORY NOTES CONTINUED
Item 5: Remuneration Supervisory Board
The Annual General Meeting of Shareholders of 20 April 2005
adopted adjustments to the fixed annual remuneration of
the chairman and the members of the Supervisory Board
as per 1 January 2006 and approved that, with effect of
1 January 2005, the chairman and members of the
Supervisory Board Committees were to be paid a fixed
annual fee for their committee activities.
Considering the increased size and global footprint of
Heineken N.V. and current market practice in Europe (excl.
UK), it is now proposed to the Annual General Meeting of
Shareholders to increase the fixed annual remuneration
of the chairman of the Supervisory Board from €60,000
to €90,000 and of the members of the Supervisory Board
from €45,000 to €60,000 as per 1 January 2011.
Furthermore it is proposed that, as from 1 January 2011,
the chairman and members of the new Americas
Committee (which was established in May 2010 following
the acquisition of the beer operations of FEMSA) will be
entitled to a fixed annual fee of €15,000 for the chairman
and €10,000 for the members, with retroactive effect.
It is also proposed to increase the annual fee for the other
committee activities as follows per 1 January 2011:
Preparatory Committee: chairman and members: €45,000
(only for the Preparatory Committee members not
being members of the Board of Directors of Heineken
Audit Committee: chairman from €7,500 to €20,000 and
members from €5,000 to €15,000.
Remuneration Committee: chairman from €6,500 to
€15,000 and members from €4,500 to €10,000.
Selection Appointment Committee: chairman from
€6,500 to €15,000 and member from €4,500 to €10,000.
This fee replaces an equal fee which these members received from
Heineken Holding N.V. for attending the Board of Directors meetings of
Heineken Holding N.V.
Item 6: Re-appointment of Mr. D.R. Hooft Graafland
According to the rotation schedule determined by the
Supervisory Board, the Supervisory Board has made a non-
binding nomination for the re-appointment of Mr. D.R. Hooft
Graafland as member of the Executive Board with effect
from 21 April 2011, for a period of four years (i.e. until the
end of the Annual General Meeting of Shareholders to be
held in 2015), such term replacing the current indefinite
term of his Executive Board membership.
Mr. Hooft Graafland has been working for the Heineken
Group in several functions since 15 September 1981.
Mr. Hooft Graafland was appointed member of the
Executive Board as per 1 May 2002.
The Supervisory Board proposes to re-appoint
Mr. Hooft Graafland in view of his international experience,
his financial background and the way he fulfils his role as CFO.
Mr. Hooft Graafland owns 6,544 shares in Heineken N.V. and
3,052 shares in Heineken Holding N.V. Mr. Hooft Graafland
(1955) is a Dutch national.
The Supervisory Board has re-appointed Mr. Hooft
Graafland as CFO on condition of his re-appointment
as member of the Executive Board.
Item 7: Re-appointment of Mr. M.R. de Carvalho
In accordance with the Articles of Association of the
Company and the rotation schedule, Mr. M.R. de Carvalho
will resign as his four-year term expires at the Annual
General Meeting of Shareholders on 21 April 2011. The
Supervisory Board has made a non-binding nomination for
the re-appointment of Mr. de Carvalho as member of the
Supervisory Board with effect from 21 April 2011, for a
period of four years (i.e. until the end of the Annual General
Meeting of Shareholders to be held in 2015).
Mr. de Carvalho (1944) is a British national.
Mr. de Carvalho was first appointed in 1996 and he fits the
profile drawn up by the Supervisory Board, as set on our
website. Pursuant to best practice provision lll.2.2.(e) of the
Dutch Corporate Governance Code of 10 December 2008
(DCGC), Mr. de Carvalho, married to Mrs. C.L. de Carvalho-
Heineken, who holds indirectly more than 10 per cent of the
shares in Heineken N.V., does not qualify as 'independent'.
With regard to best practice provision 111.3.5 Heineken N.V.,
given the structure of the Heineken Group, does not apply
the maximum appointment period to members who are
related by blood or marriage to the late Mr. A.H. Heineken.
For both provisions reference is made to our Comply or
Explain Report that was discussed in the Annual General
Meeting of Shareholders in 2010.
The Supervisory Board proposes to re-appoint
Mr. de Carvalho in view of his broad international and
financial experience. Mr. de Carvalho is a banker and
Vice-chairman Investment Banking of Citi Inc. and chairman
of Citi Private Bank Europe, Middle East and Africa.
Mr. de Carvalho currently does not have any other
supervisory board directorships in Dutch stock listed
companies. He owns 8 shares in Heineken N.V. and 8 shares
in Heineken Holding N.V.
Also visit www.heinekeninternational.com/agm
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