Report of the Executive Board I Corporate Governance Statement continued
For each General Meeting of Shareholders, the Company shall determine a record date for the exercise of the voting rights
and participation in the meeting. The record date shall be the 28th day prior to the date of the meeting. The record date
shall be included in the convocation notice, as well as the manner in which those entitled to attend and/or vote in the
meeting can be registered and the manner in which they may exercise their rights.
Only persons that are shareholder on the record date may participate and vote in the General Meeting of Shareholders.
Participation in person, by proxy or through electronic communication
Each shareholder is entitled, either personally or by proxy authorised in writing, to attend the General Meeting of Shareholders,
to address the meeting and to exercise his voting rights.
The Executive Board may determine that the powers set out in the previous sentence may also be exercised by means
of electronic communication. The Executive Board may subject the use of electronic communications to conditions which
will then be indicated in the convocation notice.
If a shareholder wants to exercise his rights by proxy authorised in writing, the written power of attorney must be received
by the Company no later than on the date indicated for that purpose in the convocation notice. Through its website, the
Company generally facilitates that shareholders can give electronic voting instructions.
Each person entitled to vote or otherwise entitled to attend a meeting or such person's representative shall have to sign
the attendance list, stating the number of shares and votes represented by such person.
Chairman of the General Meeting
All General Meetings of Shareholders shall be presided by the Chairman or the Vice-Chairman of the Supervisory Board,
or in his absence, by one of the Supervisory Board members present at the meeting, to be designated by them in mutual
consultation. If no members of the Supervisory Board are present, the meeting shall appoint its own chairman.
All resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of the votes cast, except
for those cases in which the law or the Articles of Association prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be considered as not having been cast.
The Executive Board may determine in the convocation notice that any vote cast prior to the General Meeting of Shareholders
by means of electronic communication, shall be deemed to be a vote cast in the General Meeting of Shareholders. Such a
vote may not be cast prior to the record date. A shareholder who has cast his vote prior to the General Meeting of Shareholders
by means of electronic communication remains entitled to, whether or not represented by a holder of a written power of
attorney, participate in the General Meeting of Shareholders.
The proceedings in the General Meeting of Shareholders shall be recorded in minutes taken by a secretary to be designated
by the chairman of the meeting, which minutes shall be signed by the chairman of the meeting and the secretary. If, in
deviation of the above, a notarial record of the proceedings of the General Meeting of Shareholders is drawn up, the chairman
of the meeting shall countersign the notarial record. Upon request the record of the proceedings of the General Meeting
of Shareholders shall be submitted to shareholders ultimately within three months after the conclusion of the meeting.
Heineken N.V. Annual Report 2011