Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Selection Appointment Committee
The Selection Appointment Committee, inter alia, (i) draws up
selection criteria and appointment procedures for Supervisory
Board members and Executive Board members, (ii) periodically
assesses the size and composition of the Supervisory Board and
the Executive Board, and makes a proposal for a composition
profile of the Supervisory Board, (iii) periodically assesses the
functioning of individual Supervisory Board members and
Executive Board members and reports on this to the Supervisory
Board, (iv) makes proposals for appointments and reappointments,
(v) supervises the policy of the Executive Board on theselection
criteria and appointment procedures for senior management,
and (vi) decides on a reguest from Executive Board members to
accept a board membership of a Large Dutch Entity (as defined
above) or foreign eguivalent.
Americas Committee
The Americas Committee advises the Supervisory Board on the
overall strategic direction of the Americas Region and reviews
and evaluates the performance, the organisation and the
management in the Americas Region.
Decree Article 10 Take-Over Directive
Shares
The issued share capital of Heineken N.V. amounts to
EUR921,604,180.80, consisting of 576,002,613 shares
of EU R1.60 each. Each share carries one vote. The shares
are listed on Euronext Amsterdam.
All shares carry egual rights and are freely transferable (unless
provided otherwise hereunder).
Shares repurchased by Heineken 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 24 April 2014 is 28 days before the Annual General Meeting
of Shareholders, i.e. on 27 March 2014.
Substantial shareholdings
Pursuant to the Financial Supervision Act (Wet op het financieel
toezicht) and the Decree on Disclosure of Major Holdings and
Capital Interests in Issuing Institutions (Besluit melding zeggenschap
en kapitaalbelang in uitgevende instellingen), the Financial
Markets Authority has been notified about the following
substantial shareholdings regarding Heineken N.V.:
Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent;
the direct 50.005 per cent shareholder is Heineken
Holding N.V.).
Voting Trust (FEMSA) (indirectly 10.14 per cent; the direct
10.14 per cent shareholder is CB Eguity LLP); as at 31 December
2013, CB Eguity LLP holds 12.53 per cent.
Massachusetts Financial Services Company (a capital interest
of 3.11 percent (of which 1.87 percent is held directly and
1.25 percent is held indirectly) and a voting interest of 6.02
percent (of which 2.41 per cent is held directly and 3.61 per
cent is held indirectly)).
Restrictions related to shares held by FEMSA
Upon completion (on 30 April 2010) oftheacguisition of the
beer operations of Fomento Económico Mexicano, S.A.B. de C.V.
(FEMSA), CB Eguity 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 Eguity LLP, the following applies:
Subject to certain exceptions, FEMSA, CB Eguity 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 Eguity 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 that such shares are in excess of the applicable
Voting Ownership Cap.
FEMSA, CB Eguity 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
guarter and (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 acguire
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 2013
40