Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
The shares required for the LTV, the STV and the extraordinary share
entitlements will be acquired by the Company on the basis of an
authorization granted bytheAGM and subject to approval of the
Supervisory Board of the Company.
Change of control
There are no important agreements to which the Company is
a party and that will automatically come into force, be amended
or be terminated under the condition of a change of control over
the Company as a result of a public offer.
However, the contractual conditions of most of the Company's
important financing agreements and notes issued (potentially)
entitle the banks and noteholders respectively to claim early
repayment of the amounts borrowed by the Company in the
situation of a change of control over the Company (as defined
in the respective agreement).
Also, some of HEINEKEN's important joint venture agreements
provide that in case of a change of control over HEIN EKEN (as
defined in the respective agreement), the other party to such
agreement may exercise its right to purchase HEINEKEN's shares
in the joint venture, as a result of which the respective joint venture
agreement will terminate.
Compensation rights on termination
of employment agreements
There are no agreements of the Company with Executive Board
members that specifically entitle them to any compensation rights
upon termination of their employment after completion of a public
offer for Heineken N.V. shares.
If the Company 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, the Company 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 the Company 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 bytheAGM on the basis of a non-binding nomination
by the Supervisory Board.
The AGM 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
AGM 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 24 April 2014, the AGM 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 the Company.
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
at the next AGM on 23 April 2015.
Issue of shares
On 24 April 2014, the AGM 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 the Company's issued share capital, as per
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 AGM at 23 April 2015.
Heineken N.V. Annual Report 2014