Corporate Governance Statement Contents Overview Report of the Executive Board Report of the Supervisory Board Financial statements Other information Dutch Corporate Governance Code On 10 December 2008, the current Dutch Corporate Governance Code (the "Code") was introduced. The Code can be downloaded at: www.commissiecorporategovernance.nl. Heineken N.V. has prepared a Comply or Explain report on the basis of the Code. The Comply or Explain report is available at: www.theEIEINEKENcompany.com/investors/governance/ corporate-governance-code. As stated in the Code (principle 'Compliance with and enforcement of the Code', paragraph I), there should be a basic recognition that corporate governance must be tailored to the company- specific situation and therefore that non-application of individual provisions by a company may be justified. EHEINEKEN endorses the Code's principles and applies virtually all best practice provisions. Elowever, in particular, the structure of the EHEINEKEN Group, and specifically the relationship between Eleineken EHolding N.V. and Eleineken N.V., prevents Eleineken N.V. from applying a small number of best practice provisions. In particular, this pertains to the following best practice provisions which are not (fully) applied or applied with an explanation: II.2.8: severance payment Executive Board members; 111.2.1,111.2.3 and III.5.1: independence of Supervisory Board members; III.3.5: appointment period Supervisory Board members; III.5.5: delegated Supervisory Board member. Other best practice provisions which are not applied relate to the fact that these principles and/or best practice provisions are not applicable to Eleineken N.V.: II.2A, II.2.5 and II.2.7: EHEINEKEN does not grant options on shares; III.8: EHEINEKEN does not have a one-tier management structure; IIIA1 (g): the Central Works Council operates at the level of Eleineken Nederlands Beheer B.V., a subsidiary of EHEINEKEN with its own Supervisory Board; IV.1.2: EHEINEKEN has no financing preference shares; IV.2: EHEINEKEN has no depositary receipts of shares, nor a trust office; IV.3.11: EHEINEKEN has no anti-takeover measures; IVA the principle and best practice provisions relate to shareholders; V.3.3: EHEINEKEN has an internal audit function. The General Meeting of Shareholders of 22 April 2010 discussed the way EHEINEKEN deals with the Code and that Eleineken N.V. does not (fully) apply the above best practice provisions. At the General Meeting of Shareholders of 20 April 2005, the departure from similar best practice provisions of the 2003 corporate governance code was put to the vote and approved. Risk Management and Control System for Financial Reporting The risk management and control system for financial reporting includes clear accounting policies, a standard chart of accounts and Letters of Representation signed by regional, functional and local management. The EHEINEKEN common systems and embedded control frameworks are implemented in a large number of the operating companies and support common accounting and regular financial reporting in standard forms. Testing of key controls relevant for financial reporting is part of the Common Internal Audit Approach in operating companies on common systems. The external audit activities provide additional assurance on the financial reporting. The external auditors also report on internal control issues through their management letters, and attend the regional and certain local assurance meetings. General Meeting of Shareholders Annually, within six months after the end of the financial year, the Annual General Meeting of Shareholders shall be held, in which, inter alia, the following items shall be brought forward: (i) the discussion of the Annual Report, (ii) the discussion and adoption of the financial statements, (iii) discharge of the members of the Executive Board for their management, (iv) discharge of the members of the Supervisory Board for their supervision on the management and (v) appropriation of profits. General Meetings of Shareholders shall be held in Amsterdam. Convocation Pursuant to the law, the Executive Board or the Supervisory Board shall convene the General Meeting of Shareholders with a convocation period of at least 42 days (excluding the date of the meeting, but including the convocation date). The Executive Board and the Supervisory Board are obliged to convene a General Meeting of Shareholders upon reguest of shareholders individually or collectively owning 25 per cent of the shares. Such meeting shall then be held within eight weeks from the reguest and shall deal with the subjects as stated by those who wish to hold the meeting. Eleineken N.V. Annual Report 2013 33

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2013 | | pagina 34