If Heineken N.V. gives notice of termination of the employment agreement for a reason which is not an urgent reason
('dringende reden') within the meaning of the law, Heineken N.V. shall pay severance compensation to the Executive Board
member on expiry of the employment agreement. This severance compensation shall be set on the basis of the notion
of reasonableness taking into account all the circumstances of the matter, including whether the Executive Board member
shall be bound by a non-competition obligation and whether any allowance is paid by Heineken N.V. in relation to this
non-competition obligation. In case of dismissal for cause ('ontslag met gegronde reden') whereby the cause for dismissal
concerns unsatisfactory functioning of the Executive Board member, the severance compensation cannot exceed one
year's base salary, including holiday allowance.
Appointment and dismissal of Supervisory and Executive Board members
Members of the Supervisory Board and the Executive Board are appointed by the General Meeting of Shareholders on the
basis of a non-binding nomination by the Supervisory Board.
The General Meeting of Shareholders can dismiss members of the Supervisory Board and the Executive Board by a majority
of the votes cast, if the subject majority at least represents one-third of the issued capital.
Amendment of the Articles of Association
The Articles of Association can be amended by resolution of the General Meeting of Shareholders in which at least half
of the issued capital is represented and exclusively either at the proposal of the Supervisory Board or at the proposal of
the Executive Board that has been approved by the Supervisory Board, or at the proposal of one or more shareholders
representing at least half of the issued capital.
Acquisition of own shares
On 21 April 2011the Annual General Meeting of Shareholders authorised the Executive Board (for the statutory maximum
period of 18 months), to acquire own shares subject to the following conditions and with due observance of the law and the
Articles of Association (which require the approval of the Supervisory Board):
a. The maximum number of shares which may be acquired is 10 per cent of the issued share capital of Heineken N.V.
b. Transactions must be executed at a price between the nominal value of the shares and 110 per cent of the opening
price quoted for the shares in the Official Price List (Officiële Prijscourant) of Euronext Amsterdam on the date of the
transaction or, in the absence of such a price, the latest price quoted therein.
c. Transactions may be executed on the stock exchange or otherwise.
The authorisation to acquire own shares has been used in connection with the delivery of the Allotted Shares (the shares allotted
to FEMSA (and its affiliates) with delivery over a period of not more than five years after completion (on 30 April 2010)
of the acquisition of FEMSA's beer operations) to FEMSA (and its affiliates) (which delivery has been fully implemented
and completed in October 2011). The authorisation may also be used in connection with the LTV for the members of the
Executive Board and the LTV for senior management, but may also serve other purposes, such as other acquisitions. A new
authorisation will be submitted for approval to the Annual General Meeting of Shareholders of 19 April 2012.
Issue of shares
On 21 April 2011the Annual General Meeting of Shareholders also authorised the Executive Board (for a period of 18 months)
to issue shares or grant rights to subscribe for shares and to restrict or exclude shareholders' pre-emption rights, with due
observance of the law and Articles of Association (which require the approval of the Supervisory Board). The authorisation
is limited to 10 per cent of Heineken N.V.'s issued share capital, as per the date of issue. The authorisation maybe used in
connection with the LTV for the members of the Executive Board and the LTV for senior management, but may also serve
other purposes, such as acquisitions. A new authorisation will be submitted for approval to the Annual General Meeting of
Shareholders of 19 April 2012.
I.F.M.L. van Boxmeer
D.R. Hooft Graafland
Amsterdam, 14 February 2012
Heineken N.V. Annual Report 2011