Overview
Report of the
Executive Board
Report of the
Supervisory Board Financial statements Other information
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 19 April 2012, the 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 Eleineken 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 may 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 25 April 2013.
Issue of shares
On 19 April 2012, the Annual General Meeting of Shareholders also
authorised the Executive Board (fora 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 at the date of issue. The authorisation may 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
acquisitions. A new authorisation will be submitted for approval to the
Annual General Meeting of Shareholders of 25 April 2013.
Executive Board
1F.M.L. van Boxmeer
D.R. Hooft Graafland
Amsterdam, 12 February 2013
Heineken N.V. Annual Report 2012
55
