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 Holding N.V.*). 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 The meeting will be audiowebcast on www.heinekeninternational.com/webcast/investors

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 6