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

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2012 | | pagina 57