Decree Article 10 Take-Over Directive
The issued share capital of Heineken N.V. amounts to EUR921,604;180.80, consisting of 576,002,613 shares
of EUR1.60 each. Each share carries one vote. The shares are listed on Euronext Amsterdam.
All shares carry equal rights and are freely transferable (unless provided otherwise hereunder).
Shares repurchased by Eleineken N.V. for the share-based long-term variable awards or for any other purpose do not carry
any voting rights and dividend rights.
Shareholders who hold shares on a predetermined record date are entitled to attend and vote at General Meetings of
Shareholders. The record date for the Annual General Meeting of Shareholders of 19 April 2012 is 28 days before the
Annual General Meeting of Shareholders, i.e. on 22 March 2012.
Pursuant to the Financial Markets Supervision Act (Wet op het financieel toezicht) and the Decree on Disclosure of Major
Holdings and Capital Interests in Securities-Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende
instellingen), the Financial Markets Authority has been notified about the following substantial shareholding regarding
Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent; the direct 50.005 per cent shareholder is Heineken
Voting Trust (FEMSA) (indirectly 10.1 4 per cent; the direct 10.14 per cent shareholder is CB Equity LLP); as at 31 December
2011 CB Equity LLP holds 12.53 per cent
Massachusetts Financial Services Company (a capital interest of 2.12 per cent and a voting interest of 5.00 per cent
of which 2.94 percent is held directly and 2.06 percent is held indirectly).
Restrictions related to shares held by FEMSA
Upon completion (on 30 April 2010) of the acquisition of the beer operations of Fomento Económico Mexicano, S.A.B.
de C.V. ('FEMSA'), CB Equity LLP (belonging to the FEMSA group) received Heineken N.V. shares (and Heineken Holding N.V.
shares). Pursuant to the Corporate Governance Agreement of 30 April 2010 concluded between Heineken N.V., Heineken
Holding N.V., LArche Green N.V., FEMSA and CB Equity LLP the following applies:
Subject to certain exceptions, FEMSA, CB Equity LLP and any member of the FEMSA group shall not increase its
shareholding in Heineken Holding N.V. above 20 per cent and shall not increase its holding in the HEINEKEN Group above
a maximum of 20 per cent economic interest (such capped percentages referred to as the 'Voting Ownership Cap').
Subject to certain exceptions, FEMSA, CB Equity LLP and any member of the FEMSA group may not exercise any voting
rights in respect of any shares beneficially owned by it, if and to the extent such shares are in excess of the applicable
Voting Ownership Cap.
FEMSA, CB Equity and any member of the FEMSA group may not sell any shares in Heineken N.V. (and in Heineken
Holding N.V.) for a five-year period, subject to certain exceptions, including amongst others, (i) beginning in year three,
the right to sell up to 1 per cent of all outstanding shares of each of Heineken N.V. and Heineken Holding N.V. in any
calendar quarter (ii) beginning in year three, the right to sell any Heineken N.V. shares and/or any Heineken Holding N.V.
shares in any private block sale outside the facilities of a stock exchange so long as Heineken Holding N.V. (as to
Heineken N.V. shares) respectively LArche Green N.V. (as to Heineken Holding N.V. shares) is given first the opportunity
to acquire such shares at the market price thereof.
Unless FEMSA's economic interest in the HEINEKEN Group were to fall below 14 per cent, the current FEMSA control
structure were to change or FEMSA were to be subject to a change of control, FEMSA is entitled to have two representatives
on the Heineken N.V. Supervisory Board, one of whom will be Vice-Chairman, who also serves as the FEMSA representative
on the Board of Directors of Heineken Holding N.V.
Heineken N.V. Annual Report 2011